Superstar

Leon Russell and Bonnie Bramlett wrote this song, which is about a woman who falls for a rock star, has a tryst with him, but then in a bout of delusion awaits his return, apparently falling for it when he said he loved her. The word "Groupie" was just entering the lexicon when Russell and Bramlett wrote this song in 1969; Rolling Stone popularized it when they titled the cover story of their February 15, 1969 issue "The Groupies and Other Girls." Groupies were often romanticized and admired for their style and fashion, but they were also at times denigrated as rock star playthings with a loose grip on reality, which is how they are portrayed in this song.

Delaney & Bonnie were the first to record this song, releasing it as the B-side of their 1969 single "Comin' Home." At the time, the song was called "Groupie (Superstar)." Rita Coolidge then began performing the song on Joe Cocker's 1970 Mad Dogs and Englishmen tour. A young Bette Midler started performing the song later in the year, and Richard Carpenter heard the song for the first time when Midler performed it on The Tonight Show. Richard knew it could be a hit for the Carpenters, so he reworked the song in their style and recorded it, resulting in the most successful version. (Thanks to Dan Levitin, who got this from an interview with Richard Carpenter.)

A line in the second verse was considered too lyrically risqué at the time, and was changed by Richard Carpenter to better fit the duo's image. The Carpenters' version of the lyric, "And I can hardly wait to be with you again" is "And I can hardly wait to sleep with you again" in the original version.