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Knowledge Drop: Lauryn Hill Reportedly Recorded “Can’t Take My Eyes Off Of You” While Lying On The Floor

She was eight months pregnant at the time.

21 years ago today, Lauryn Hill released her first and only studio album, The Miseducation of Lauryn Hill, influencing a generation of artists by blending neo soul and R&B with hip-hop and reggae. She became an international superstar and earned 10 Grammy nominations, including Best Female Pop Vocal Performance for “Can’t Take My Eyes Off of You,” a cover of Frankie Valli’s 1967 hit of the same name. In a 2008 Rolling Stone oral history, Hill’s engineer revealed that the singer actually recorded her vocals while lying on the floor.

“I had a little one-room 16-track studio in my apartment in Jersey. Lauryn was eight months pregnant, laying on her back on the floor, half asleep, holding a handheld mike,” remembered engineer Commissioner Gordon Williams. “She did all of those vocals off the top of her head pretty much in one take, with the beat box and all of that. That blew me away.”

Making the feat even more impressive, Hill learned the arrangement of the song just hours before recording it. “She called me and said she was behind and had to get it done,” said Williams. “She didn’t know how the arrangement of the song went, so we went and got a copy from Coconuts or Sam Goody.”

“Can’t Take My Eyes Off of You” reached No. 2 on the Billboard Rhythmic Songs chart despite never officially being pushed to radio. According to Williams, it was never meant to be a commercial single.

“It was originally recorded for [the soundtrack for the movie] Conspiracy Theory and ended up on the radio, became popular, and that’s how it ended became a bonus track,” Williams explained.

The Miseducation of Lauryn Hill was released to critical acclaim and commercial success. It debuted at No. 1 on the Billboard with 422,624 copies sold, breaking the record for first-week sales by a female artist. At the 1999 Grammy Awards, the album allowed Hill to become the first hip-hop act to win Album of the Year.

Over time, Miseducation has also become a popular source for hip-hop samples. Drake flipped “Ex-Factor” for his No. 1 hit, “Nice for What,” while J. Cole built “Can I Holla At Ya” around “To Zion.”

Read the full Rolling Stone oral history here, and catch up on all the lyrics to The Miseducation of Lauryn Hill on Genius now.