I came across the wonderful version of this song by the great Manhattans a few days ago -- never even knew they'd covered it. Since the Temptations version has always been one of my favorites by them, I (of course) had to listen to them back to back. Result: I can't decide which one I like best.
P.S.: The Manhattans actually combined the first strophe of the Tempts "Memories" with "The Way We Were", using it at the beginning and the end of their version. So, it's not a cover of the song; more like a partial cover. But I like the way the Manhattans sing this part better than the Tempts' version. (Thanks Darcy)
"Wish that I could wind
Like a spiral stair through time
To your body next to mine
Warm and satisfied
Wish that I could catch
A night train to the past
Climb aboard and hear you ask
Darling come inside ..."
The Temptations with Dennis as lead