I Think of You

By Jack Elliott, Don Marcotte & Sergei Rachmaninoff
1941

Inspired by the gorgeous melody from the first movement of Rachmaninoff's Piano Concerto No. 2 in C Minor, this tune was adapted by Elliott, with lyrics added by Marcotte. Tommy Dorsey's orchestra introduced it with a young Frank Sinatra on vocals, and Frank would later revisit the song on his 1957 album Where Are You? One of the finest examples of a classical piece being adapted into a pop song, with Rachmaninoff's lush original melody blending perfectly with the heartbreaking Marcotte lyrics.

Lyrics:

In the hush of evening,
As shadows steal across my lonely room,
I think of you,
I think of you.

From afar the music
Of violins come softly through the gloom.
All I can do,
Is think of you.

Oh, I can see you standing there before me.
And I can hear you whisper,
"You adore me."

So when dusk is falling,
I live again the loveliness we knew.
I think of you,
I think of you.

Recorded By:

Frank Sinatra
Mildred Bailey
Jane Powell
Tierney Sutton
Johnny Desmond