Download a cover of Hall & Oates’ “Fall In Philadelphia” by Cookie Rabinowitz

Cookie Rabinowitz | Photo via
Cookie Rabinowitz | Photo via

Philly soul singer Cookie Rabinowitz has done the unthinkable: he’s covered a song, that, in my opinion, should never be covered. He’s taken on the Hall & Oates classic, “Fall In Philadelphia.”

The original “Fall” appeared on Hall & Oates’ 1972 debut album, Whole Oats. It became one of the band’s most enduring songs from their earlier albums, despite the fact that it was never released as a single. In the liner notes to Hall & Oates’ box set, Do What You Want Be What You Are, Hall tells the story of the song’s origins:

“John had gone to the Main Point to see Doc Watson and had one of the greatest nights of his life. He (John) was walking home down Pine Street and these two guys jumped out of the shadows and pounced on him. He had clogs on so he couldn’t run and they beat the shit out of him. So he comes home with his hair all ripped out and his face all bloody. I had just had my bicycle stolen.


So that afternoon I sat down on my front steps on Quince Street and just wrote down what was going on in my life, all these miserable things and how much I wanted to get out of Philadelphia and move to New York. It was a really depressing song about how fucked up Philadelphia was. It’s typical of me to take an emotion and twist it around by changing the musical mood. It’s a real kind of uplifting Philly soul chorus singing about a really depressing subject.”

Rabinowitz manages to maintain the soul of the song amidst the rhythmic clang of what sounds like pots and pans, lots of hand claps, layers of harmonies, flourishes of warm keyboards and a unexpected near wah-wah guitar solo. it’s very Prince-esque – and just different and good enough to let Rabinowitz slide for having the nerve to cover the song at all. Download it below.

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