Spooky

This song was originally an instrumental by the saxophone player Mike Shapiro, who recorded it as Mike Sharpe. J.R. Cobb, who was the band's lead guitarist, heard this song and added lyrics to it with their producer Buddy Buie. Cobb later formed the Atlanta Rhythm Section along with fellow band member Dean Daughtry and members of a band called The Candymen.

There's been some controversy over who played the sax solo on this song, as different people have claimed to have played it. According to Classics IV's biographer Joe Glickman, it was Mike Shapiro, who wrote and recorded the original instrumental version of the song, who played the sax. Glickman wrote in the Forgotten Hits newsletter: The reason he didn't play on some of the other records (the ones Ray Jarrel played on) was because Mike was a bit hard to work with in the studio. He had a very good concept of how he wanted the solos, which differed from Buddy Buie's ideas of mainstream pop. There's a bit of a tone-break at the end of the solo that Mike insisted on re-recording, but Buddy wouldn't let him. English White was a sax player that was brought in later during the 'Traces' road tour to fill in for the sax. Mike did not tour at all and the band had been playing for a while with Auburn Burrell filling in the sax solos on lead guitar. That was hurting their reception since the sax had a lot to do with their sound."

In 1979, the Atlanta Rhythm Section released a new version that hit #48 in the UK and #17 in the US. Their version doesn't differ greatly from the original, which makes sense as three of this group's members (Robert Nix, James Cobb and Dean Daughtry) played with Classics IV before joining this group.