The Ten Best Cover Songs (You Didn’t Know Were Covers)

Due to circumstances beyond my control, I was unable to participate in the voting and write-ups for what is by far the most popular Popdose post to date, the 100 “Greatest Cover Songs of All Time“. The truth is, while I obviously wish I could have been able to contribute to it, as a research librarian by trade, I actually have a greater interest in discovering the more “mysterious” aspects of covers; specifically, cover songs you thought all along were the original versions. So, I thought that as a very tardy co-contribution to the covers project, I’d put together a list of the Top 10 covers that fall into that category. I’ve seen a few previous lists like this on the internet, so I tried to put together something that avoided as many previously mentioned choices as possible. A set of four main rules I decided to work by helped contribute to the uniqueness of my choices, with two or three exceptions:

(1) None of the songs listed below can have appeared already on Popdose’s 100 Greatest Covers list or the Honorable Mentions list that followed it. That disqualifies songs like Anita Carter’s “Ring of Fire” and Lori Lieberman’s “Killing Me Softly”, even though the versions which made the Popdose list were not the “definitive” covers by Johnny Cash and Roberta Flack, but the versions by Social Distortion and The Fugees.

(2) Unfortunately, no Robert Johnson songs or other blues standards or “traditionals”. There is too much uncertainty as to the true originators of a number of these songs, and whether they were written by a single individual, or came together over years and were shaped by a number of singers as part of a folkloric tradition. For instance. this eliminates covers like the Rolling Stones’ “Love in Vain”, which while having Johnson listed as composer, gets its musical structure from Leroy Carr’s “”In the Evenin’ When the Sun Goes Down”.  It unfortunately also eliminates “Hey Joe” from inclusion here, which while (probably) first recorded in 1965 by The Leaves, has a copyright date of 1962, and may actually be a reworking of a more traditional song. Sorry Jimi, but there’s too much confusion with the provenance to pinpoint the real originator.

(3) As for songs whose writers recorded the most well known version, I chose to include them if the original version not done by the writer was both recorded and released before the writer’s standard version. That is, if it’s already finished and can be used as an influence, then it is the original, not a cover. This would disqualify songs such as “Wild Horses”, which the Rolling Stones recorded prior to the Fabulous Burrito Brothers 1970 version, but which was released in 1971.

(4) Finally, these songs are listed in order of quality of the cover song, not the quality of the original. I may have been a bit prejudiced to give extra points for the level of superiority of the standard over the original, but have tried to hold that to a minimum.

One final note: If you happened to already know that any of these choices was a cover, I’ll save you the thirty seconds that you were going to use to likely post a smugly self-stroking comment about your musical knowledge: Good for you. You sure know your stuff.

And now, my selections. The original versions are included for your listening pleasure. The cover versions….you’ve already heard:

10. Bette Davis Eyes – Kim Carnes, 1981 (original by Jackie DeShannon, 1974)

I don’t consider Carnes’ version to be that fantastic a song. Good; yes. Nine weeks at #1, top Billboard single of the year, and 1982 Grammy for Best Record quality? No. Also, I’ve been a bit cheesed for a while that by holding the number #1 slot for so long it kept George Harrison’s “All Those Years Ago” (which was not only a tribute to the late John Lennon, but a pseudo-Beatles reunion with Ringo on drums and Paul on backing vox) stuck at a peak of #2.  However, the gravelly, sensuous quality of Carnes’ voice is the appropriate delivery for the song, and the synth arrangement that permeates it actually works not only well in conjunction with Carnes’ voice, but seems a very appropriate accompaniment for the lyrics and the song’s subject matter. So it not only came as a shock to me that Carnes’ version is a remake, but that the 1974 original, recorded and co-written by the legendary Jackie DeShannon, is so wrong in almost every way: With an arrangement like a cross between Broadway and burlesque via (her one-time writing partner) Randy Newman, DeShannon interprets her own song with a nod and a wink, part vaudeville, part Grand Ole Opry. It’s an interesting failure, but a failure nonetheless, and makes the Carnes re-make look even better by comparison, which is part of the reason I’m including it in this list.

9. Saving All My Love For You – Whitney Houston, 1985 (original by Marilyn McCoo, 1978)

The late Ms. Houston is well known for at least three remakes in her career: “The Greatest Love of All”, “I’m Every Woman”, and of course “I Will Always Love You”. But what you likely don’t know is that yet another single from her self-titled debut LP, “Saving All My Love for You”, was a cover of a nearly seven year old song when it was released. It was first recorded by one time 5th Dimension member (and host of Sold Gold) Marilyn McCoo as part of her second album with her husband (and 5th Dimension co-member) Billy Davis Jr. (Billy does not appear on the song. Apparently they would trade off lead vocals on their solo releases instead of co-lead; sort of like Double Fantasy, only not at all). Listening to the original, you’ll notice that the arrangement and many of the vocal lines carry over to Houston’s cover. The one major difference is that McCoo’s voice is much less strong than Houston’s. To say it in another, more critical way, while McCoo was the kind of singer who did a good job of presenting the material in a pleasant, enjoyable manner, Houston was so talented that she could push the material forward in ways it might be otherwise limited by its lyrics and arrangement. For instance, in the original version of this (admittedly generic) love ballad, you can hear the longing in McCoo’s voice as it regards the story of being drawn to a married man. In Houston’s version, though, you could hear much more: the combination of stone cold desire mixed with frustration at the situation she finds herself in. To say it even more succinctly, Houston could sing the hell out of a song, which helped add to her legacy as someone who was able to succeed both chart-wise and in terms of critical respect for her voice, even though she was often limited by being given treacly ballads and overly synthesized, safe-sounding pop arrangements, while having both a vocal tone and range that screamed out for stronger soul and gospel-influenced work.

8. Better Be Good to Me – Tina Turner, 1984 (original by Spider, 1981)

The most shocking thing one likely takes away upon first listening to the original version of “Better Be Good To Me” is how much both the arrangement and lead vocalist Holly Knight’s singing style sound like Tina Turner’s hit remake. Yes, the original is a bit slower in tempo, and the production of the later is better, but a lot of what was in the original carries over to the cover. The real difference between the two, and what makes the cover the superior version can be summed up in three words (and this should come as no surprise): Tina Freaking Turner. Whereas Knight expresses emotion by making her voice softer or louder (the “whisper/scream” technique that I’ve mentioned many times has been Rod Stewart’s lazy fallback for the past 30 years), Turner has a masterful, strong voice that she can use to express varying levels of emotion, and can switch that emotion naturally and with subtlety at the drop of a hat. To put it bluntly, there’s likely a good reason that when Spider broke up, and after a very short and unsuccessful solo career, Knight went on to be a full-time writer.

7. Somebody to Love – Jefferson Airplane, 1967 (originally “Someone to Love” by The Great Society, 1966)

When the Jefferson Airplane hired Grace Slick in October 1966 to replace departing singer Signe Anderson, Slick brought with her a composition by her brother-in-law Darby that had been recorded and released by their band The Great Society earlier that year on the small Autumn Records label. When re-recorded by the Airplane, and released as their first single in 1967, the title had changed slightly from “Someone to Love” to “Somebody to Love”, and more importantly for the cover version’s success, the stripped down, turgid garage rock of the original had been turned into an explosive, dynamic moment of psychedelic rock, with a powerful, echo-drenched vocal from Slick that blows away her work on the Great Society’s recording. And while the original version has a single guitar solo which sounds flown in from a 1964 Kinks outtake, the nearly constant, slashing guitar work of Jorma Kaukonen was (at least for the time) a unique, distinctive sound for pop radio.

6. Girls Just Want to Have Fun – Cyndi Lauper, 1983 (original by Robert Hazard, 1979)

Robert Hazard – Girls Just Want to Have Fun

The late Robert Hazard was a generally middling singer-songwriter whose peak period was in the late 1970s and early 1980s. He’s best known for his lone Top 40 hit, “Escalator of Life”, which, based upon your taste, is either a guilty pleasure or a big piece of crap, with little room in between. His best known song, however, is one that not only he didn’t make famous, but which was turned on its head in the re-recorded version. With a few minor lyrical changes (with Hazard’s permission), and female lead vocals, Hazard’s rather sexist ode to girls wanting to party down and please him turned into Cyndi Lauper’s hit about female choice and empowerment. The contrast (and difference in quality) between the songs could not be more striking. On one side, you have Hazard’s semi-sloppy, proto-Knack, New Romantic garage rock and his kinda-weak, rather buried-in-the-mix lead vocals. On the other, you have one of the most underrated singers to emerge from the 1980s backed by a crack outfit consisting of members of the Hooters and drummer Anton Fig, previously of Spider (how about that!), and the house drummer for David Letterman’s band for nearly the past three decades.

5. Midnight Train to Georgia – Gladys Knight and the Pips, 1973 (original by Cissy Houston, 1972)

As we hit the top half of my list, the majority of songs on it aren’t just recordings where the later artist’s version is more well known: The songs have become known as the song associated with the artist, even though it turns out they didn’t originate them. Such is the case with the Gladys Knight and the Pips’ 1973 track “Midnight Train to Georgia”, which was originally written by Jim Weatherly as “Midnight Plane to Houston”, and recorded under its more famous title a year prior to Knight’s version (and Weatherly’s own recording) by Whitney Houston’s mother, Cissy. The original differs from the more famous version in that the production is built on a country-soul arrangement, rather than the Knight single’s use of more traditional R&B styling, with a deeper base driven by the rhythm track. The Pips, meanwhile, not only take the place of the female background singers in the original, but contribute more to the song, offering a combination call and response and commentary-styled vocals compared to the more traditional role Houston’s background singers played. And, while Houston sounds like, well, a not as powerful version of her daughter, Knight puts a lot more subtle emotionality into her performance, which, when added to the other changes in arrangement and production, leads to the difference between Houston’s non-charter, and the chart-topping, award-winning, Hall of Fame inducted recording that became associated as Knight’s standard. Speaking of standards…..

4. The Thrill is Gone – B. B. King, 1969 (original by Roy Hawkins, 1951)

Not only was “The Thrill is Gone” B. B. King’s biggest crossover hit on the pop-charts, it remains the song that most definitely defines the legendary blues singer and guitarist. And yet, while King’s version came out in December 1969, the song itself was already nearly 20 years old by that point. Written and recorded by Roy Hawkins the same year the “first” rock song  (“Rocket 88“) was recorded and released, the original “The Thrill is Gone” is a much more standard blues number than King’s remake, which contains a string arrangement and faster tempo.  While Hawkins’ version contains the slightest bit of the R&B backbeat that would help bridge blues to rock & roll, it is as much influenced by jazz as any other music style. In the end, though, the writer’s own version of the song comes off as unremarkable compared to the legendary remake, mainly for three reasons. The first is the production: Not just the quality difference between the two (that’s to be expected when dealing with mono single or two-track recording in 1951 versus a 1969 stereo recording using at least 8 tracks), but the arrangement, particularly the strings, give King’s version a sense of tension and despair in which the emotions present are elevated in a way that simply aren’t in Hawkins’ more standard-for-the-time arrangement. The second is King’s vocals. King has often been underrated as a vocalist I feel, and his voice in the remake digs deeper into the lyrics, exposing a rawness that Hawkins’ voice can’t compete with. And the third reason, as if you couldn’t guess, is Lucille. There’s a reason that King’s guitar is better known by the name he gave it than its make or model, and that’s because it has an incomparable sound all its own. King is stunning at using a “less is more” technique of playing just the notes needed and usually little more than that, then elevating their emotional power with slight bends and feathery vibrations to take his solos to new heights. In this case, these three things not only make King’s version superior to the original–he makes it legendary. And even more, he simply makes it his own.

3. My Sweet Lord – George Harrison, 1970 (original by Billy Preston, 1970)

This one counts because when Harrison and Preston met up during the late 1969 Delaney & Bonnie tour, Abbey Road had come out, but the Beatles had not officially broken up. Harrison had written “My Sweet Lord”, but had nowhere to put it for the time being, as the official announcement of the band’s demise would not arrive for another few months, and until then, the exact reality of Harrison as a Beatle, and The Beatles as the outlet for his compositions, was not a given one way or the other. So Harrison gave “My Sweet Lord” to Preston, who recorded it and released as a track on his album Encouraging Words prior to Harrison recording and releasing All Things Must Pass at the end of 1970. So, while it is likely a far greater number of people heard Harrison’s version first, that doesn’t change the fact that Preston’s version-with the gospel cranked up and the “Hare Krishna” toned down-was the original, both in the studio and on the album racks.

2. Chain Of Fools – Aretha Franklin, 1967 (unauthorized rewrite of  “Pains Of Life” by Elijah Fair & The Sensational Gladys Davis Trio, 1967)

When is an original really a remake? When it’s nothing but a blatant rip-off of an earlier song. One example of this is Rod Stewart’s 1988 hit “Forever Young”, which borrowed so much from Dylan’s 1973 song of the same name that Stewart and his co-writers were easily “persuaded” to give Dylan both royalties and a co-writing credit. Stewart’s song doesn’t appear on this list, though, because (1) It borrows mainly from Dylan lyrically, while the music remains dissimilar to the original; and more importantly, (2) Stewart’s song is pretty awful. On the other hand, Aretha Franklin’s 1967 hit “Chain of Fools” is a legendary single with an incendiary performance by the Queen of Soul at her peak. It also has Don Covay as the single listed writer. Covay, however got almost the entirety of the song from Elijah Fair’s gospel song “Pains of Life”, released earlier that same year. And the borrowing is not just limited to parts of the song: the music is the same, almost from first note to last; the key choral chant “Chain, chain, chain” is a straight rip of the “Pain, pain, pain” chant from the song, and there are even similarities in the verse lyrics between the two songs. In short, Franklin’s version is little more than a secular re-write of Fair’s song, and the similarity in arrangement, combined with the fact that they were recorded and released within months of each other, seem to lend credence to no other conclusion than “Chain” was little more than a straight remake of “Pains”, save for a few minor changes–in fact, fewer changes in the arrangement and music than many covers often make in comparison to the original versions.

1. Georgia on My Mind – Ray Charles, 1960 (original by Hoagie Carmichael and His Orchestra, 1930)

Fifty years ago when this song was put out by Ray Charles, it’s quite likely that much of his listening audience knew that this was a cover. Heck, thirty or even twenty years ago, this may have been acknowledged as a cover. Today? This is a Ray Charles song. Ask 100 people who wrote “Georgia on My Mind”-especially if you limit yourself to those under the age of, say, 40-and I would bet a vast majority would say this song was written by Charles, not just performed by him. But the reality is the song had been around for 30 years by the time Charles got to it. The original was, like many others on this list. first recorded by the writer. In this case, though, the writer also happened to be Hoagie Carmichael, one of the most successful 20th century composers of “Great American Songbook” material (“Stardust”, “Heart and Soul”, “Up a Lazy River”, etc.). Carmichael’s 1930 recording is most remarkable not so much for being first, as for the “who’s who” of jazz giants that played on it, including Gene Krupa on drums, Jimmy Dorsey on clarinet and sax, Jack Teagarden on trombone, and Bix Beiderbecke on cornet–in his last session before dying the following year from pneumonia at age 28. Numerous covers of the song appeared in the three decades between the original and Charles’ version, but Charles’ cover was the first to actually be a hit. In fact, it was a Billboard #1 hit at a time when pop radio in America was pretty much a whitewash. That fact alone speaks to something significant about the quality of the recording. And, in the fifty years since Charles released it, almost every time this song has been covered, the Charles version has been used as the template. Also, in 1979 when the Georgia House of Representatives voted to make it the official state song, they brought in Charles to perform it. To sum it up, “Georgia On My Mind” simply can not be seen anymore as a mid-tempo jazz number as originally conceived and recorded. It is a slow, emotional soul number. It is a musical touchstone from the second half of the 20th Century–not the 1st half. And, it is not just a Ray Charles song: It is Ray Charles. Even my brother, who is a musical theater composer by trade and familiar with Carmichael’s body of work, had thought this was a Charles composition. That to me said a lot: When you create not just one of the greatest singles of the rock era, but a performance containing so much cultural impact that it makes people forget the song’s actual history, and the other legendary composer of it, you get the number one slot on this list.

  • DwDunphy

    Excellent work, Matthew. This and your Songs of Freedom series are some of the best things you’ve ever done.

  • Old_Davy

    This is the best article Popdose has published in a very long time.

  • Guy Smiley

    A lot of Dylan songs could’ve made this list, where Dylan recorded the song as demo, someone else got a hold of it (or was simply given the song by Dylan, as was the case with “Make You Feel My Love” which Bob gave to Billy Joel) before Bob recorded it. 

  • MatthewBolin

    I think that technically they wouldn’t be covers, then. but simply recordings of another writer’s song, even if the writer is a singer-songwriter and music legend like Dylan. If the definition of “cover” was what it is in your post, than ANY song not recorded by the person who wrote it would be a cover, which simply isn’t how a cover is normally defined.

    To clarify with an example, KISS’s last Top 10 hit, “Forever” was written by Michael Bolton. Was it a cover of a Michael Bolton song? No. Because Bolton did not record and release it before KISS did (and still hasn’t, I believe). Therefore, since the first version of the song that was available to the public was the KISS version, then it was not a Bolton cover: it was simply them recording a Bolton composition. The same would go for any Dylan song where the original released version was not Dylan’s.

  • Lucy_Fehrr

    Great article, Matthew! (By the way, Darby Slick was Grace’s brother-in-law.)

  • MatthewBolin

    Thanks much. I’ve made the correction. Don’t know how I misread it.

  • MichaelFortes


  • Zootsuiter

    I would add the original of “Time Is On My Side,” which the Stones made famous but was originally done by Kai Winding, of all people.

    Also, the Kingsmen’s Louie, Louie was a cover of Richard Barry and the Pharoahs.

  • Guy Smiley

    I was going off your idea that Harrison’s “My Sweet Lord” is, by your definition, the “cover” because Billy Preston recorded it before George (something I wasn’t aware of). So George wrote it (apologies to “He’s So Fine”), but Preston released a version before George did.

    So, likewise, Dylan writes “Make You Feel My Love,” but before releasing his version of it he personally brings the song to Billy Joel and tells Billy he wants him to record it. Making Dylan’s recording the cover version? No? Am I completely missing the point? 

    Then the issue gets more complicated as “Make You Feel My Love” went on to be covered by a bunch of other people in the years since… Most recently (and notably) by Adele.   

    Good point about people quickly finding out that a song is a Dylan composition. But then… One would think a song written by a Beatle would be just as notable. And yet, how many of us knew Preston recorded “My Sweet Lord” first? 

    I think there probably are some Dylan songs that fly under the radar though… “Mississippi,” which Sheryl Crow recorded before Dylan put it on his Love and Theft album, would be a good example. Then again, it’s not all that well-known a  song. But there are probably people who think “Make You Feel My Love” is a Garth Brooks song, so who knows? 

  • MatthewBolin

    The way you phrase it in your first post, it read to me like you were talking about the non-Dylan artist recording the first version as actually recording the cover version, rather than them recording the original, and then Dylan later recording a cover version of his own song. Your second post clearly sounds like my definition.

    That said, I would argue that not only aren’t there THAT many Dylan songs that fall into that category, but that the general ubiquity of Dylan would lead me to believe that in most cases if Dylan were to record one of his songs that someone else had released first, a number of people would be aware of that fact.

    On a subjective note, I wouldn’t have put “To Make You Feel My Love” on my list anyway, because it seemed to me that its presence in earlier versions was already pretty well known by the time Dylan’s version came out; but more important, I’m not really a big fan of Dylan’s cover. It especially sticks out like a sore thumb in the middle of Time Out of Mind, with it’s traditional love balladry not fitting in that well with the darker explorations of love, death, and the psyche that are almost every track on that disc.

    Finally, I could have put “Mississippi” on the list. It’s my favorite song of his from 1990 onwards. However, not only was I aware of the Crow version, the album it was on (The Globe Sessions) sold over 2 million in the U.S. alone, so a lot of people would have been familiar with it already–more so (I think) than any of the originals on my final list.

  • Guy Smiley

    Agreed that, as wonderful a song as it is (and it’s proven to be something of a modern-day standard), “Make You Feel My Love” does make an odd fit with the rest of Time Out of Mind. 

    Also agreed that “Mississippi” is great song. Definitely one of my favorite latter-day Bob songs as well.

    I am curious now to know just how many Dylan compositions were recorded by others first, then “covered” by Bob himself later. There may not be many, but probably a few, given how many of his early songs were first recorded as demos/acetates for publishers to sell to other performers. 

  • Ted

    “Better Be Good to Me” was my favorite song off of Private Dancer.  I knew that Tina Turner didn’t write her own songs (“Private Dancer” was written for Dire Staits’ Love Over Gold album), but since Cy Curnin and Jamie West-Oram appeared in the video, I presumed they wrote the song.  I think Oram’s guitar work is far better than the original version because his playing has more power than the guitarist for Spider.  So even though it’s a cover, I’ll listen to Tina’s version over Spider’s any day.

  • gdrf

    Goodness, gracious, just when I thought popdose had been reduced only to the Steed columns each week, along comes this to remind me of the greatness of the blog, echoes of the old jefitoblog.   Thanks for your hard work.  I appreciate it, you are a fine writer, and I am going to pass this link on to a number of friends who will enjoy it as much as I do.
    And thank heavens for the youtube to mp3 coverter, heh heh heh

  • jefito

    Gotta love these backhanded compliments.

  • Stefanie Magura

    Thinking of songs that would fit on this list: I wonder how many people would know that the Twist was a cover of a Hank Ballard & the Midnighters recording. Chubby Checker’s version copies the original completely. Furthermore, The Twist was written by a gospel singer who couldn’t record it because of the lyrics being too suggestive.