Walk On By

Bacharach wrote the music and David the lyrics, and they produced. It was recorded in November and December 1963 at Bell Sound Studios in New York, at the same sessions as "Anyone Who Had a Heart", and released on April 26, 1964 on Scepter with "Any Old Time of Day" on the B-side. Wikipedia lists Gary Chester on drums, Russ Savakus on bass, Artie Butler on organ, Paul Griffin on piano, Irwin Markowitz and Ernie Royal on trumpet, Bill Suyker and Allen Hanlon on guitar, Paul Winter on saxophone and George Devens on percussion, plus strings. The Grammy.com account says the disc jockey Murray the K flipped the record after a listener contest preferred it to the A-side.

Warwick told Roy Trakin in 2014 that it was cut live with full orchestra, strings, horns, rhythm section and backing singers, and was not about punching in overdubs. She called David's lyrics the most incredible she has sung and said she cannot leave the stage without singing it. Bacharach recalled leaving the session knowing he had two monster hits. It reached 6 on the Hot 100, number 1 on the Cash Box R&B chart, 9 in the UK and 4 in New Zealand, and was nominated for a Grammy for best rhythm and blues recording in 1965. It entered the Grammy Hall of Fame in 1998. Setlist.fm lists it as her most performed song, at 147 plays. The single is 2:55 by one source and the album track 2:58 by another.

Covers include Isaac Hayes's 1969 version on Hot Buttered Soul, about twelve minutes long, with a 4:34 single edit that reached 30 on the Hot 100 and 13 on the R&B chart, and the Stranglers in 1978, which reached 21 in the UK. Others include Gloria Gaynor, Average White Band, D-Train, Sybil (6 in the UK in 1990), Gabrielle (7 in 1997), Cyndi Lauper and Seal. Doja Cat's "Paint the Town Red" (2023) samples Warwick's recording and reached number 1 on the Hot 100; she said she did not know Doja Cat had recorded it, adding she was thrilled. Hayes's version has been sampled by Compton's Most Wanted, the Notorious B.I.G., Faith Evans, 2Pac, MF Doom, Wu-Tang Clan and Beyonce.