Make Me Smile (Come Up and See Me)

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"Make Me Smile (Come Up and See Me)"
Artwork for Scandinavian vinyl release
Single by Steve Harley and Cockney Rebel
from the album The Best Years of Our Lives
B-side"Another Journey"
Released31 January 1975[1]
Format7-inch single
GenreGlam rock
Songwriter(s)Steve Harley
Steve Harley and Cockney Rebel singles chronology
"Big Big Deal"
"Make Me Smile (Come Up and See Me)"
"Mr. Raffles (Man, It Was Mean)"
Audio sample

"Make Me Smile (Come Up and See Me)" is a song by British rock band Steve Harley & Cockney Rebel, released as the lead single from the band's 1975 album The Best Years of Our Lives. It was written by Harley, and produced by Harley and Alan Parsons. In February 1975, the song reached the number-one spot on the UK chart and received a UK Silver certification.[2] It spent nine weeks in the Top 50, and as of 2015, has sold over 1.5 million copies worldwide.[3]

More than 120 cover versions of the song have been recorded by other artists, most notably by Duran Duran and Erasure,[4] although Harley has stated his favourite cover version is by The Wedding Present.[3]

Original version[edit]

Writing and composition[edit]

The song was the first single to be released under the name "Steve Harley and Cockney Rebel", as opposed to simply "Cockney Rebel". In July 1974, the original Cockney Rebel disbanded, and Harley then assembled a new line-up later in the year. "Make Me Smile" described Harley's feelings on the band's split. For many years, it was believed that Harley purposely chose to disband the original line-up and embark on a new career path. However, years later, Harley began to reveal the truth behind the band's split.[5]

Between May and July 1974, Cockney Rebel embarked on a major British tour to promote their second studio album The Psychomodo. As the tour progressed, the band began facing growing tensions, which ultimately led to their split at the end of the tour in late July. On 18 July, the band received a 'Gold Award' for outstanding new act of 1974, and a week later they had split up over their disagreements.[6] Jean-Paul Crocker, Milton Reame-James and Paul Jeffreys had approached Harley, insisting they could also write material for the group. Harley, the band's sole songwriter, felt this was unfair as he had been the one to originally hire the musicians for his group, and explained the deal to them at the time.[7]

After the band split, only the original line-up's drummer, Stuart Elliott, would join the new line-up. In a television interview recorded in 2002, Harley described how the lyrics were vindictively directed at the former band members who, he felt, had abandoned him.[8][9]

On The One Show in October 2010, Harley called the lyric "a finger-pointing piece of vengeful poetry. It's getting off my chest how I felt about the guys splitting up a perfectly workable machine. I wrote it saying 'Look, you'll learn how well we're doing here, we're doing well, why are you doing this?'" He elaborated:

"Three of them came to me in a little posse with several ultimatums. They wanted to write songs for the third album, and I said 'Well you know I started the band, and I auditioned you, and I told you the deal at the time. We're not moving the goal posts here.' They knew this, and they came to me demanding that they could write songs too, and I just said 'Well go and do it then'."[10]

Harley began writing the song only days after the band's split. The original vision for the song was vastly different to the one that was recorded. Harley had written the piece as a slow blues track with a dark mood. In January 2012, he told Uncut magazine that the first verse was probably written at four in the morning after a bottle of brandy, feeling sorry for himself.[11] On The One Show Harley added, "I was in distress, there's no doubt at all, out of adversity I had to talk about it, I had to write about it. I had to say these things, I had to get it off my chest."[10]

In One Thousand UK Number One Hits by Jon Kutner and Spencer Leigh, Harley recalled the end of Cockney Rebel version 1:

"We split up because they wanted to take my leadership away. They wanted to dilute it and "Make Me Smile" is saying 'Come back one day and I'll laugh.' It was arrogant but I knew they were wrong - they didn't understand the group like I did."[4]


The new line-up of the band recorded The Best Years of Our Lives album in November–December 1974 at Abbey Road Studios in London. On a day in November, Harley arrived at the studio and played the band the original slow blues version of the song for them to rehearse.[12] Harley recalled to Uncut in 2012: "It was a little dirgy, slower and a little pedestrian, very on the beat".[11]

After producer Alan Parsons heard the song, he suggested speeding the song's tempo up, as he felt it would suit the song better. Harley then developed the song further, introducing tacets, dead stops and gaps into it. Harley recalled in 2014: "Alan was great, he didn't try to dissuade me, he just said, 'Do it'." On The One Show, Harley added: "Suddenly it was swinging, and bopping, and ooh-la-la. We saw a hit record being built here, there was no doubt."[10]

In a 2015 interview for Songwriting Magazine, Parsons recalled:

"I think a good producer can transform a song. If you make a small change compositionally that really makes a song gel then you can say production is part of songwriting. For example I remember on Steve Harley's "Make Me Smile (Come Up And See Me)" he was phrasing the chorus completely differently and I suggested that he made it more rhythmic and I think that is part of the hook of the whole record, so I take a bit of credit for that – although I didn't get paid for it."[13]

A saxophone solo was originally planned for the song's instrumental break. However, after hearing Harley's idea for the solo, guitarist Jim Cregan began to play the idea on the guitar. Harley recalled in 2014:

"The guitar solo was over a completely new chord sequence. The middle-eight is totally separate from the rest of the song, with no lyrics, so it's an instrumental break that's a little bit left field. We took ages getting the solo right. Some of the guys who play the guitar for me now have a lot of problems with it. It's a tough solo to play properly. It was a composite of three separate takes."[14]

A number of backing singers contributed to the song, including future chart-topper Tina Charles, as well as Yvonne Keeley, Linda Lewis and Liza Strike.[15]

When the song was near completion, Harley played an early mix of the song to Bob Mercer, who was the head of A&R at EMI. Mercer was so blown away by what he heard that he immediately pronounced the song as a number-one hit. Harley remembered: "We were all drinking Martini, it was late at night, and we were completely knackered. Bob came in and was absolutely blown away. I asked him what he thought and he said simply, "Number one".[16]

By the time the song was finished, Harley and the band felt confident the song was a hit single. He recalled: "We certainly smelled something cooking that was very special. We had a huge chorus on there. Once they'd [the backing vocalists] had done their bit I came up with The Beatles bit - 'Ooh-la-la-la' - kind of from their "Rubber Soul" period. I made the song really hooky because the lyrics are quite dark and cynical, frankly."[17]


The single was released by EMI Records on 7" vinyl in the UK, Ireland, Belgium, Denmark, France, Germany, Italy, the Netherlands, Portugal, Spain, Yugoslavia, Scandinavia, Australia, New Zealand, South Africa, and Japan.[18][19] Each release, except in the UK, Ireland, Australia and New Zealand, featured a different picture sleeve, usually featuring a photograph of Harley, or the band.[20] The song's B-Side was the non-album track "Another Journey", which was written by Harley.[21]

"Make Me Smile (Come Up and See Me)" became Steve Harley and Cockney Rebel's biggest selling hit, selling over one million copies globally.[22] It was also the band's only number-one hit in their home country, topping both the UK Singles Chart and the Irish Singles Chart in February 1975. In addition to this, it was the band's only chart entry in America, reaching No. 96 on the Billboard Hot 100 chart in 1976.[23]

"Make Me Smile" has been reissued a number of times in the UK. In October 1980, EMI re-issued it on 7" vinyl by EMI, with "Sebastian" as the B-Side, to promote the compilation album The Best of Steve Harley and Cockney Rebel.[24] In 1983, it was issued again on 7" vinyl, by the Old Gold label, with "Judy Teen" as the B-Side.[25] Both re-issues failed to chart. In 1992, the song was released by EMI as a CD single and 7" vinyl. The re-issue reached No. 46 in the UK, and remained in the Top 100 for two weeks.[26] In 1995, the song was re-issued again on 7" vinyl and CD after it was used in a Carlsberg TV advertisement.[27] This release reached No. 33 in the UK, spending three weeks in the chart.[26] In June 2005, a newly recorded 2005 version of the track was released, dubbed as the "30th Anniversary Re-mix" of the song. The new version was released as a single on 7" vinyl and CD. The single reached No. 55, spending two weeks on the chart.[26][28] Following a request on Top Gear to download the song, "Make Me Smile" re-entered the UK charts at No. 72 in early February 2015.[29]

The song has been used in the soundtracks of the films Rik Mayall Presents Dancing Queen (1993), The Full Monty (1997), Velvet Goldmine (1998), Best - The George Best Story (2000), Saving Grace (2000), and Blackball (2003). It was also used in a 2006 Marks & Spencer advertisement and during the opening of episode 3 of Phoenix Nights series 1 (2001). The song also featured in adverts for Furniture Village. The song was also featured in the UK’s first broadcast advert for Viagra Connect drug for erectile dysfunction in 2018.

The song was later included as a playable song in Lego Rock Band (2009) for the seventh generation of games consoles.

Top Gear[edit]

In late 2014, Harley received a speeding fine of £1,000, and six points on his licence, after being caught by a speed camera doing 70 miles per hour on the M25 in Kent, in an area where the limit had been temporarily reduced to 40 mph. In January 2015, this incident was discussed on the BBC television series Top Gear. The show's presenters Jeremy Clarkson, Richard Hammond and James May urged viewers to download the song in a bid to help him pay the fine. Clarkson had commented, "He's making a meagre living out of, let's be honest, one hit single. Everybody loves that song - you can't trust someone who doesn't like that song." Hammond added, "Imagine if everybody did it - he would wake up tomorrow and think 'I'm number one, where did that come from?' It would cheer him up."[30]

The campaign, dubbed the "Make Me Smile Foundation" by Clarkson, saw Harley respond with a message via Twitter: "Thanks Jeremy Clarkson for kicking off the Make Me Smile Foundation, more than happy to subsidise the poor sods who drive down Swanley Way!" Additionally, Harley posted a YouTube video where he performed a forty-second version of the song acoustically, with a new set of lyrics relating to the speeding fine.[31]

In late January 2015, the song entered the Top 30 on iTunes,[30] the Top 15 on's Top 100 Bestsellers, and the number one best-seller under the Rock category on the same website. On 27 January, the song entered at No. 25 on the official UK mid-week chart,[32] and No. 72 on the overall chart for the week.[29]


Upon its original release, the band performed the song on UK music show Top of the Pops. The performance on the show featured mimed instrumental backing, with Harley performing a live vocal.[33] On the show, Harley was suffering from jet-lag, and subsequently forgot the lyrics to the majority of the second and third verses.[11] According to the EMI producer of the single, Tony Clark, it was Marc Bolan who made the phone call to Top of the Pops, and had Harley in the BBC studio that same evening of the recording. The band also performed the song on the Russell Harty Show while it was at number one.[34]

Critical reception[edit]

In a retrospective review of The Best Years of Our Lives, Donald A. Guarisco of AllMusic described the song as a "romantic pop tune" and a "most impressive hit", adding that it "pairs Harley's clever wordplay with a clever pop tune that boasts an inventive stop-start arrangement and a lovely flamenco-styled acoustic guitar solo".[35] Guarisco also spoke of the song in a retrospective review of the 1975 American compilation album A Closer Look. He described it as a "catchy acoustic love song with a memorable flamenco guitar solo".[36] In a review of the 1987 compilation Greatest Hits he noted "Songs like 'Make Me Smile (Come Up and See Me)' still sound fresh today thanks to their ability to mix insistent pop hooks into their mix of unconventional sounds and oblique lyrics".[37]

George Starostin reviewed The Best Years of Our Lives album for his website, and described the song as "an excellent mid-tempo pop-rocker with a glammy multi-vocal chorus and great use of the stop-and-start structure (as well as Beatlesque ooh-la-la-las all over the place)". He added: "It's shorter, catchier and more concise than anything else on here, certainly chart-oriented at heart, but smart enough so as not to linger in the charts for too long".[38]

Track listing[edit]

7" Single
  1. "Make Me Smile (Come Up and See Me)" - 3:55
  2. "Another Journey" - 2:47
7" Single (1982 UK reissue)
  1. "Make Me Smile (Come Up and See Me)" - 3:55
  2. "Sebastian"
7" Single (1983 UK reissue)
  1. "Make Me Smile (Come Up and See Me)" - 3:58
  2. "Judy Teen" - 3:41
7" Single (1992 UK reissue)
  1. "Make Me Smile (Come Up and See Me)" - 3:59
  2. "Mr. Soft" - 3:19
CD Single (1992 UK reissue)
  1. "Make Me Smile (Come Up and See Me)" - 3:59
  2. "Mr. Soft" - 3:19
  3. "Spaced Out" - 3:02
  4. "(Love) Compared with You" - 4:19
7" Single (1995 UK reissue)
  1. "Make Me Smile (Come Up and See Me)" - 3:59
  2. "Mr. Soft" - 3:17
CD Single (1995 UK reissue)
  1. "Make Me Smile (Come Up and See Me)" - 3:59
  2. "Mr. Soft" - 3:17
  3. "(I Believe) Love's a Prima Donna" - 4:07
  4. "Another Journey" - 2:48
7" Single (2005 UK 30th Anniversary Re-mix)
  1. "Make Me Smile (Come Up And See Me) 30th Anniversary Re-mix" - 4:29
  2. "Judy Teen (Live)" - 3:16
CD Single (2005 UK 30th Anniversary Re-mix)
  1. "Make Me Smile (Come Up And See Me) 30th Anniversary Re-mix" - 4:29
  2. "Judy Teen (Live)" - 3:16
  3. "The Quality Of Mercy (Taster)" - 1:58

Chart performance[edit]


Duran Duran version[edit]

"Come Up and See Me (Make Me Smile)"
Make Me Smile (Come Up and See Me) by Duran Duran B-side UK vinyl.jpg
B-side label of "The Reflex" UK vinyl release
Single by Duran Duran
A-side"The Reflex"
Released16 April 1984 (1984-04-16)
Recorded16 November 1982
VenueHammersmith Odeon, London
Songwriter(s)Steve Harley

A live cover version of "Make Me Smile" was released as the B-side to Duran Duran's 1984 number one single "The Reflex". On the label and sleeve, the song's original title was reversed and listed as "Come Up and See Me (Make Me Smile)". The band frequently covered the song during their early 1980s concerts, and this recording was made during a 16 November 1982 (1982-11-16) live performance for the BBC College Concert series. The entire concert was released on the live CD/DVD Live at Hammersmith '82! in September 2009.

After dropping the song from their set list for over twenty years, the reunited Duran Duran brought the song back as a surprise encore at their 28 May 2005 homecoming gig at the Birmingham Football Ground to an audience of 25,000 fans. Harley was invited to perform with them, but was unable to attend.[48]

The Duran Duran version of the song appeared on the soundtrack to the movie Threesome (1994), and as a bonus track on the double CD single for "Perfect Day", from their 1995 covers album Thank You.

Track Listing

  • 7" single (UK: EMI / DURAN2)
Side one
1."The Reflex"Duran Duran4:20
Side two
1."Come Up and See Me (Make Me Smile)" (live)Steve Harley4:54

Erasure version[edit]

"Make Me Smile (Come Up and See Me)"
Erasure - Make Me Smile (Come Up and See Me).jpg
Single by Erasure
from the album Other People's Songs
Released7 April 2003 (2003-04-07)
Songwriter(s)Steve Harley
Erasure singles chronology
"Solsbury Hill"
"Make Me Smile (Come Up and See Me)"
"Oh L'amour (August Mix)"

British pop duo Erasure included "Make Me Smile (Come Up and See Me)" on their cover versions album Other People's Songs. After the UK Top 10 success of their previous single "Solsbury Hill", Erasure charted well again when "Make Me Smile" hit number fourteen.[49]

A live performance recorded in Copenhagen on 9 June 2003 (2003-06-09) is included on the DVD The Erasure Show - Live in Cologne.

The music video sees Erasure members Vince Clarke and Andy Bell in the midst of computer-generated special effects and graphics. The statue in the video also appears in their 2005 video for "Breathe".

Erasure's version appeared in the first episode of season one of the television show My Name Is Earl in 2005.

Track Listing

CD single

  • UK: Mute / CDMUTE292
1."Make Me Smile (Come Up and See Me)" (Dave Bascombe Edit Mix)Steve Harley3:27
2."Oh L'amour" (Acoustic, recorded live at the Sirius National Broadcast Studios in New York on 14 January 2003 (2003-01-14))Vince Clarke, Andy Bell3:28
3."Walking in the Rain" (37b Remix)Barry Mann, Cynthia Weil, Phil Spector2:48
  • UK: Mute / LCDMUTE292
1."Make Me Smile (Come Up and See Me)" (Dan Frampton Radio Mix)Harley3:32
2."Make Me Smile (Come Up and See Me)" (Manhattan Clique Extended Remix)Harley7:30
3."When Will I See You Again" (37b Remix)Gamble and Huff2:26

DVD single

  • UK: Mute / DVDMUTE292
Audio tracks
1."Make Me Smile (Come Up and See Me)" (Album version)Harley3:56
2."Can't Help Falling in Love" (Acoustic, recorded live at the Sirius National Broadcast Studios in New York on 14 January 2003 (2003-01-14))George David Weiss, Hugo Peretti, Luigi Creatore3:12
Video tracks
3."Solsbury Hill" (Music video, directed by Vince Clarke)Peter Gabriel4:20

Other cover versions[edit]

Suzi Quatro covered the song on her Aggro-Phobia album in 1977.[50] Australian group, Nick Barker & the Reptiles' version reached the top 30 on the Australian Recording Industry Association (ARIA) Singles Chart in November 1989.[51]

A version by The Wedding Present peaked in the UK Singles Chart at number 25 in 1990,[52] as a track on the 3 Songs EP. Steve Harley was very positive about this version, saying, "There are 120 cover versions of 'Make Me Smile', but only the Wedding Present have done it differently. They did a punk version and made it kick. They understood the venom in the lyrics."[4]

Robbie Williams recorded a medley of "Make Me Smile (Come Up And See Me)", "You Can Leave Your Hat On" and "Land of 1000 Dances" as a B-side to "Let Me Entertain You" in 1998.


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External links[edit]