Make Me Smile (Come Up and See Me)

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"Make Me Smile (Come Up and See Me)"
Single by Steve Harley and Cockney Rebel
from the album The Best Years of Our Lives
B-side "Another Journey"
Released 31 January 1975[1]
Format 7" vinyl
Recorded 1974
Genre Glam rock
Length 4:01
Label EMI
Writer(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)"
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"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 album The Best Years of Our Lives in 1975. Written by Harley, it reached the number one spot on the UK chart, spending nine weeks in the top 50. The song received a UK Silver certification in February 1975[2] and has sold around 1.5 million copies worldwide as of February 2015.[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]

Writing and composition[edit]

The song was the first release under the band name "Steve Harley and Cockney Rebel", as opposed to simply "Cockney Rebel". In 1974 the original lineup of Cockney Rebel split, and Harley then revived the name by assembling a new line-up. The song itself described Harley's feelings on the split of the original line-up, after three band members walked out on him. For many years, it was believed that Harley purposely chose to disband the original line-up and start on a new career path. However years later Harley began to reveal the truth behind the band's split.[5] In 1973 EMI Records had signed the band to record three albums, and with Harley being the sole songwriter for the group, he reaped the majority of the financial rewards. After a UK tour promoting the second album The Psychomodo, three of the band members, led by Milton Reame-James, approached Harley insisting they too were going to write songs for the third album. However Harley 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. The band split as a result, with only drummer Stuart Elliott joining Harley's second lineup of the group. 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.[6][7]

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." When revealing the story behind the song he explained: "Three of them came to me in a little posse with several ultimatums. They wanted to write songs for the third Cockney Rebel 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 just said 'Well go and do it then'." When describing the meaning behind the song title he revealed: "I wrote it saying 'Look you'll learn how well we're doing here, we're doing well, why are you doing this?'[8] Harley began work on the song only days after the band split, and 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.[9] 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."[8]

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]


Harley initially had a different vision for the song, as he had written the piece as a slow blues track with a dark mood. On a day during November 1974 Harley arrived at Abbey Road Studios in London, to record material for The Best Years of Our Lives album, which was halfway through recording. Each day he was revealing a new song to the band for them to rehearse, and when debuting "Make Me Smile" it was performed as the slow blues version.[10] Harley recalled to Uncut in 2012, "It was a little dirgy, slower and a little pedestrian, very on the beat".[9] However producer Alan Parsons soon suggested speeding the song's tempo up, as he felt it would suit the song better. Harley then began to develop the song, introducing tacits, 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."[8]

The song's instrumental break was initially planned to have a saxophone solo. However after hearing Harley's idea for the solo, 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."[11]

Amongst the contributors on backing vocals, which consisted of around 10 singers, was the future chart-topper Tina Charles, as well as Yvonne Keeley, Linda Lewis, Liza Strike, Barry St John, Madeline Bell and Clarke Peters.[12]

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".[13]

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."[14]


The single was originally released via EMI 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.[15][16] Each release featured a different picture sleeve, usually featuring a photograph of Harley, or the band.[17] The song's B-Side was the non-album track "Another Journey", written solely by Harley.[18]

"Make Me Smile (Come Up and See Me)" was Steve Harley and Cockney Rebel's biggest selling hit, selling over one million copies globally.[19] It was also the band's only number one hit, topping both the UK Singles Chart and the Irish Singles Chart in February 1975. In addition to this it was Harley's only chart entry in America, reaching number 96 on the Billboard Hot 100 chart in 1976.[20]

"Make Me Smile" has been reissued a number of times in the UK. In October 1980 the single was re-issued on 7" vinyl by EMI, with "Sebastian" as the B-Side, to promote the compilation album The Best of Steve Harley and Cockney Rebel.[21] In 1983 it was issued again on 7" vinyl, by the Old Gold label, with Judy Teen as the B-Side.[22] Both re-issues failed to chart. In 1992, the song was released as a CD single and 7" vinyl by EMI. The re-issue reached number 46 in the UK, remaining in the top 75 for two weeks.[23] In 1995 the song was re-issued again on 7" vinyl and CD after it was used in a Carlsberg TV advertisement.[24] This release reached number 33 in the UK, spending three weeks in the top 75.[23] In June 2005 a newly-recorded 2005 version of the track was released, dubbed as the "30th Anniversary remix" of the song. The new version was released as a single on 7" vinyl and CD. The CD version featured a taster track of Harley's 2005 studio album The Quality of Mercy. The single reached number 55, spending two weeks in the top 75.[25][23] Following the request on Top Gear to download the song, "Make Me Smile" re-entered the UK charts at number 72 in early February 2015.[26]

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 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 license, after being caught by a speed camera doing 70 miles per hour on the M25 in Kent, within an area where the limit had been temporarily reduced to 40mph. In January 2015 this incident was discussed on the BBC television series Top Gear. The show's presenters Jeremy Clarkson, James May and Richard Hammond 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."[27]

The campaign, named by Clarkson as the "Make Me Smile Foundation", 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.[28]

In late January 2015 the song entered the Top 30 on iTunes,[27] 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 number 25 on the official UK mid-week chart,[29] and number 72 on the overall chart for the week.[26]


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.[30] However during the appearance Harley was suffering from jet-lag, and subsequently forgot the lyrics to the majority of the second and third verses.[9] 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 appeared on the Russell Harty Show while the single was at number one.[31]

Critical reception[edit]

In a review of The Best Years of Our Lives album, Donald A. Guarisco of Allmusic wrote "By his third album, Steve Harley had developed a strong grasp of how to combine his artistic ambitions with strongly crafted pop tunes that win the casual listener over to his artsy cause. The result was The Best Years of Our Lives, the most successful album of his mid-'70s heyday. The most impressive hit was "Make Me Smile (Come Up and See Me)", a romantic pop tune that 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."[32] Guarisco also spoke of the song in a review of the American 1976 compilation album A Closer Look. He commented: "In the pop arena, the most memorable highlights are "Come Up and See Me (Make Me Smile)," a catchy acoustic love song with a memorable flamenco guitar solo."[33] In a review of the 1987 compilation Greatest Hits he noted "Songs like "Make Me Smile (Come up and See Me)" and "Mr. Raffles (Man It Was Mean)" still sound fresh today thanks to their ability to mix insistent pop hooks into their mix of unconventional sounds and oblique lyrics."[34]

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). It's at the same time typical and atypical of the album. Typical, because it features the same type of enigmatic lyrics - on the surface, it's something like a misogynistic putdown, but what do you do with lines like 'How can you ignore my faith in everything/When I know what Faith is and what it's worth'? Atypical, because 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."[35]

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"
  2. "Judy Teen (Live)"
CD Single (2005 UK 30th Anniversary Re-mix)
  1. "Make Me Smile (Come Up And See Me) 30th Anniversary Re-mix"
  2. "Judy Teen (Live)"
  3. "The Quality Of Mercy (Taster)"

Chart performance[edit]


Duran Duran version[edit]

"Come Up and See Me (Make Me Smile)"
12" single cover of "The Reflex"
Single by Duran Duran
A-side "The Reflex"
Released 16 April 1984 (1984-04-16)
Recorded 16 November 1982 (1982-11-16) at the Hammersmith Odeon, London
Genre Rock
Length 4:54
Label EMI
Writer(s) Steve Harley
Duran Duran singles chronology
"New Moon on Monday"
"The Reflex"
"The Wild Boys"

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.[45]

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
No. Title Writer(s) Length
1. "The Reflex"   Duran Duran 4:20
Side two
No. Title Writer(s) Length
1. "Come Up and See Me (Make Me Smile)" (live) Steve Harley 4:54

Erasure version[edit]

"Make Me Smile (Come Up and See Me)"
Single by Erasure
from the album Other People's Songs
B-side "Oh L'amour"
"Walking in the Rain"
"When Will I See You Again"
"Can't Help Falling in Love"
Released 7 April 2003 (2003-04-07)
Format CD, DVD
Recorded 2002
Genre Synthpop
Length 3:58
Label Mute
Writer(s) Steve Harley
Producer(s) Gareth Jones,
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.[46]

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
No. Title Writer(s) Length
1. "Make Me Smile (Come Up and See Me)" (Dave Bascombe Edit Mix) Steve Harley 3:27
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 Bell 3:28
3. "Walking in the Rain" (37b Remix) Barry Mann, Cynthia Weil, Phil Spector 2:48
  • UK: Mute / LCDMUTE292
No. Title Writer(s) Length
1. "Make Me Smile (Come Up and See Me)" (Dan Frampton Radio Mix) Harley 3:32
2. "Make Me Smile (Come Up and See Me)" (Manhattan Clique Extended Remix) Harley 7:30
3. "When Will I See You Again" (37b Remix) Gamble and Huff 2:26

DVD single

  • UK: Mute / DVDMUTE292
Audio tracks
No. Title Writer(s) Length
1. "Make Me Smile (Come Up and See Me)" (Album version) Harley 3:56
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 Creatore 3:12
Video tracks
No. Title Writer(s) Length
3. "Solsbury Hill" (Music video, directed by Vince Clarke) Peter Gabriel 4:20

Other cover versions[edit]

Suzi Quatro covered the song on her Aggro-Phobia album in 1977.[47] Australian group, Nick Barker & the Reptiles' version reached the top 30 on the Australian Recording Industry Association (ARIA) Singles Chart in November 1989.[48]

A version by The Wedding Present peaked in the UK Singles Chart at number 25 in 1990,[49] 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.

Chart successions[edit]

Preceded by
"January" by Pilot
UK number one single
22 February 1975 (1975-02-22) – 7 March 1975 (1975-03-07) (2 weeks)
Succeeded by
"If" by Telly Savalas
Ireland number one single
6 March 1975 (1975-03-06) – 19 March 1975 (1975-03-19) (2 weeks)


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External links[edit]