"Smiling Faces Sometimes" is a soul song written by Norman Whitfield and Barrett Strong for the Motown label. It was originally recorded by the Temptations in 1971. Producer Norman Whitfield had the song re-recorded by the Undisputed Truth the same year, resulting in a number-three Billboard Hot 100 position for the group. "Smiling Faces" was the only Top 40 single released by the Undisputed Truth, and was included on their debut album The Undisputed Truth. Overview Both versions of "Smiling Faces Sometimes" deal with the same subject matter, "back-stabbing" friends who do their friends wrong behind their backs ("Smiling faces sometimes...they don't tell the truth...smiling faces tell lies"), but in different ways. The lyrics inform the Listener to not be fooled by the smile, the handshake, or the pat on the back. The Temptations' original uses an arrangement similar to a haunted house film score to represent feelings of fear and timidness. Included on the 1971 Sky's the Limit album, "Smiling Faces Sometimes" runs over 12 minutes, most of which is extended instrumental passages without any vocals. This version established the epic, cinematic approach to the group's productions that Whitfield would perfect on subsequent hits like "Papa Was a Rolling Stone" (1972) and "Masterpiece" (1973). An edited version was planned as the Temptations' summer 1971 single release, but this plan was dropped when lead vocalist Eddie Kendricks, frustrated by personnel problems within the group, quit the Temptations and signed a solo deal with Motown in March 1971. Whitfield was known for recording dramatically different versions of the same song with different Motown artists, including Smokey Robinson & the Miracles' "I Heard It Through the Grapevine" (re-recorded as hit records for Gladys Knight & the Pips, and Marvin Gaye) and the Temptations' "War" (re-recorded as a hit for Edwin Starr). After Kendricks left The Temptations, an undaunted Whitfield re-recorded the song with his latest protégés, psychedelic trio the Undisputed Truth. Their version is noted for the line: "Can You Dig It". Billboard ranked the resulting single as the #14 song for 1971. It has since been covered by Bobbi Humphrey, Joan Osborne, Rare Earth, and others. Future Undisputed Truth singles would never make it higher than #63, a position attained by both 1972's "Papa Was a Rollin' Stone" and 1974's "Help Yourself". "Papa Was a Rollin' Stone" was re-recorded by The Temptations shortly after its release, and this re-recorded version became