The 2-on-1 CDs released by EMI in the UK do not include liner notes. Peggy Lee Enterprises has researched the albums and provided these comments:

Pass Me By was released in 1965. The companion album on this disc, Big Spender, was released in 1966. The session notes (shown below) indicate that the albums were probably culled from various sessions, and thus they contain music of varying styles and arrangements. Peggy Lee is one of the few singers who could pull this off, although today it seems that she was more successful on Pass Me By than Big Spender. However, it also appears that this was not entirely Peggy’s choice, as the Big Spender album was probably put together in a hurry to ride on the success of the single.

Pass Me By received excellent notices. In October, 1965, a reviewer for Melody Maker in England wrote, “Peggy Lee proves again that no one can pass her by. The immaculate Miss Lee, with that curious brand of intensely personal charm, wins again.”

Pass Me By includes songs from America’s established giants and songs from writers that were then “new.” Harold Arlen’s “Let’s Fall in Love” and Johnny Mercer’s “I Wanna Be Around” are in the camp of the former. Peggy’s treatment gives them a nice fit with the Antonio Carlos Jobim-Gene Lees masterpiece “Quiet Nights and Quiet Stars,” a favorite of the bossa-nova craze that has become a classic, but was then brand new. There is also a playful version of the Beatles’ “A Hard Day’s Night,” and “Bewitched,” a rare vocal version of the theme from the hit television comedy by the same name, which should not be confused with the 1940 Rodgers and Hart ballad “Bewitched, Bothered and Bewildered.” The title song, “Pass Me By,” was a chart success, and associated with (but not sung in) the 1964 Cary Grant-Leslie Caron comedy Father Goose. The closing track, “That’s What It Takes,” was a nod at “mod” and television shows like The Golddiggers. Its lyrics were written by Peggy with music by Bill Schluger and her good friend Cy Coleman. This leads us to a Cy Coleman classic, “Big Spender.”

The album Big Spender is an unusual combination of songs from Broadway and songs that are the blues or have their roots in blues. Although “show tunes” were becoming less popular in the mid-1960s as pop music became more heavily dominated by Top 40 and hard rock, Broadway continued to have a strong presence in “adult pop.” The copyright laws permitted the songwriters of Broadway shows to prohibit anyone from releasing a recording of a song written for a new show until the Original Cast Album (or other lawful recording) was sold to the public, and most producers forbid the release of records of show songs until the cast album was made. In this environment, Peggy made special arrangements to record “Big Spender.” It was from the major Broadway hit Sweet Charity, words by Dorothy Fields and music by Cy Coleman. Peggy’s version was recorded at Capitol on October 27, 1965 and released upon the opening of the show in January of 1966. It was an immediate hit, and spent twelve weeks on Billboard’s Adult Contemporary charts. Its no wonder Capitol decided to put together an album by the same name.

“You’ve Got Possibilities” is from the Broadway musical It’s a Bird, It’s a Plane, It’s Superman, which closed after a mere 129 performances. Peggy’s recording of this gem is widely considered the best and it spent four weeks on Billboard’s Adult Contemporary charts in mid-1966. From the more successful On a Clear Day You Can See Forever (280 performances) came Burton Lane and Alan Jay Lerner’s “Come Back to Me.” The tender “I’ll Only Miss Him When I Think of Him” by James Van Heusen and Sammy Cahn is from Skyscraper, which starred Julie Harris. The show was one of the few times Cahn and Van Heusen wrote for Broadway.

Peggy had previously recorded three of the songs on the album for Capitol in the late 1950s: “It’s a Wonderful World,” “Alright, Okay, You Win,” and “You Don’t Know.” These were not re-releases, but newly recorded versions with different arrangements. “Alright, Okay, You Win” was recorded for this album as Peggy performed it in live appearances at the time. “You Don’t Know” was another effort to make a hit of the Leadbelly favorite that should have been a hit the first time out, when Peggy’s 1958 recording of it was the “B” side of the 45 single “Fever.”

Pass Me By
Sneakin’ Up on You (Ted Daryl / Chip Taylor)
Pass Me By (Cy Coleman / Carolyn Leigh)
I Wanna Be Around (Sadie Vimmerstedt / Johnny Mercer)
Bewitched (Howard Greenfield / Jack Keller)
My Love, Forgive Me (Gino Mescoli / Vito Pallavicini)
You Always Hurt the One You Love (Doris Fisher / Allan Roberts)
A Hard Day’s Night (John Lennon / Paul McCartney)
L-O-V-E (Bert Kaempfert / Milt Gabler)
Dear Heart (Jay Livingston / Ray Evans / Henry Mancini)
Quiet Nights of Quiet Stars (Antonio Carlos Jobim / Gene Lees)
That’s What It Takes (Peggy Lee / Cy Coleman / Bill Schluger)

Big Spender
Come Back to Me (Burton Lane / Alan Jay Lerner)
You’ve Got Possibilities (Charles Strouse / Lee Adams)
It’s a Wonderful World (Jan Savitt / Johnny Watson / Harold Adamson)
I Only Miss Him When I Think of Him (James Van Heusen / Sammy Cahn)
Big Spender (Cy Coleman / Dorothy Fields)
I Must Know (Neal Hefti / Lil Mattis)
Alright, Okay, You Win (Sid Wyche / Mayme Watts)
Watch What Happens (Michel Legrand / Norman Gimble)
You Don’t Know (Walter Spriggs)
Let’s Fall in Love (Harold Arlen / Ted Koehler)
Gotta Travel On (Paul Clayton)