Music Box

Music Box was released on August 31, 1993, and debuted at number two on the Billboard 200 after selling 174,000 copies. The album spent its first thirty-three weeks — over seven months — in the chart's Top 10, reaching the number-one spot on December 25. After topping the chart for eight non-consecutive weeks, Music Box became the second best-selling album of 1994 in the United States. It also became Mariah's first album to be certified Diamond by the Recording Industry Association of America, on November 5, 1997.

Internationally, the album's success was massive, topping the album charts worldwide and with estimated sales of over thirty million copies. Music Box is Mariah's biggest-selling album in Australia, where it topped the 1994 End of Year Chart after spending eighteen weeks at number one. It was certified 11x Platinum by the Australian Recording Industry Association on August 4, 2011. In the United Kingdom, the album spent six non-consecutive weeks atop the Official Albums Chart and was certified 5x Platinum by the British Phonographic Industry on October 1, 1994.

Mariah wrote most of the album with Walter Afanasieff and David Cole & Robert Clivillés. “Walter is my favorite person to work with because we really know each other very well musically,” Mariah explained. “He lives in San Francisco and I live in New York, so he would do a rough version of the track and send it to me and I would do all the vocals like that. I felt really free to do what I wanted on this album because I didn't have anyone over my shoulder the whole time. It was just like: ‘This is my album, I'm doing it this way.’ I felt like it was the next step for me to really be alone in the studio for most of the album. It really helped me get myself out there. It helped me to get my personality across, and get the emotions I was feeling at the time of each song out a bit more. We have this connection where I'll sing what I'm hearing and he'll start playing, and usually it's what I'm hearing in my head. Walter really tries to let me lead. He knows it's important to me to let the melodies I have develop.”

For “Dreamlover,” the album's lead single, Mariah collaborated with Dave “Jam” Hall, who had previously worked with New York rappers Brand Nubian and R&B singer Mary J. Blige. “Some people just think of it as a happy song,” Mariah explained. “They don't know the name of the instrumental funk loop that underpins it, or who I worked with on it. A person that just knows me for the ballads, or on the face value of a ‘Dreamlover’-type song, wouldn't necessarily realize I was into hip hop whilst growing up.” “Dreamlover” contains a loop from the song “Blind Alley,” by The Emotions, which was previously sampled by rapper Big Daddy Kane on his 1988 hit “Ain't No Half Steppin'.” The single was released on July 27, 1993, and became Mariah's seventh number-one song on the Billboard Hot 100. It spent eight weeks atop the chart and was certified Platinum by the Recording Industry Association of America on September 22, 1993.

The album's second single was “Hero,” a record Mariah hadn't written for herself. A year before the album's release, she was approached to write a song for Gloria Estefan to record for the Hero motion picture soundtrack. The label executives, upon hearing the song, thought it would be better for Mariah to release it herself. “Hero,” released on October 19, became one of Mariah's signature songs and her eighth number-one single in the United States, topping the Billboard Hot 100 chart for four consecutive weeks. “I'm very thankful for this song,” Mariah told Billboard in 2019. “I'm really proud of it because of the fact that it has endured for a really long time and a lot of people have told me that it helped save their lives and persevere through difficult times. I performed it at the 9/11 A Tribute to Heroes show in 2001, I performed it at the inauguration of President Obama… As a songwriter, it's a huge deal for me that I have this song.”

Music Box includes a cover of the song “Without You,” originally recorded by Badfinger in 1970 and made popular by Harry Nilsson in 1971. “I used to love the song when I was a little girl and I remember that it always made me cry and I always thought it was such a beautiful song,” Mariah said. “I heard it again when I was in a restaurant and I was like ‘I love this song, this is such a great song, I haven't heard it in so long’ and I just decided that I wanted to cover it.” In the United States, it was released on January 25, 1994, as a double-sided single with “Never Forget You,” written by Mariah and Kenny “Babyface” Edmonds. The single peaked at number three on the Billboard Hot 100 chart and spent thirteen weeks in the Top 10. “Without You” enjoyed a massive success across Europe, becoming Mariah's first number-one single in the United Kingdom and topping the singles charts in Austria, Belgium, Germany, Iceland, Ireland, the Netherlands, Scotland, Sweden and Switzerland.

“Anytime You Need A Friend” was released as the fourth single on May 31, 1994, peaking at number twelve on the Billboard Hot 100 and remaining in the Top 40 for eighteen weeks. “I love the vocal arrangements in gospel music and I love background vocals, so it was a really fun song to do in the studio,” Mariah said about the song's gospel influence. “It sounds like a huge choir singing on it on the record, but it's mostly these three girls that have been working with me: the Price sisters and Melonie Daniels. It was a great experience to work with them and to do these gospel arrangements because they're really from the church and they're really really authentic — it's definitely one of my favorite songs on the album.”

Tracklist

Original Release

30th Anniversary Disc 2 — Bonus Tracks

In 2023, to commemorate the 30th anniversary of Music Box, the digital version of the album was updated on September 8 with fifteen additional bonus tracks including two previously-unreleased songs: “Workin' Hard” and a cover of the 1939 song “My Prayer.” Previously-unreleased bonus tracks also include the 2009 version of “Hero,” the live versions of “Dreamlover” and “Without You” from Mariah's appearances on Top Of The Pops, an extended version of “All I Live For,” from Mariah's 2020 release The Rarities, an acapella version of the album's title track, new remixes of “I've Been Thinking About You” and “Workin' Hard,” an extended version of “Anytime You Need A Friend,” as well as remastered HQ audio from Mariah's 1993 concert at Schenectady's Proctor's Theatre. This expanded version of Music Box was also released on 3XCD and 4XLP.

30th Anniversary Disc 3 — Live at Proctor's Theatre

Releases

United States

In the United States, Music Box was released on CD, vinyl, MiniDisc and cassette.

Europe

Music Box was available on CD, Vinyl, MiniDisc and Cassette in Europe, including the song “Everything Fades Away” as a bonus track. In 1995, Sony Music Spain released a special edition with a bonus CD including the Spanish version of “Hero.”

Australia

In Australia, a special edition of Music Box became available in 1994 to commemorate sales of over 500,000 copies of the album. This limited commemorative edition includes a bonus poster and a gold disc.

Mexico

Music Box was re-released in Latin America in 1993 to include “Héroe,” the Spanish version of “Hero.”

Hong Kong

In 2011, Sony Music Hong Kong released a numbered, limited edition of the album (only 1.000 copies were manufactured) in K2 HD Mastering.

Vinyl Reissues

In 2020, Music Box was re-released on vinyl in two variants: a black vinyl pressing and a limited edition Dreamlover cream vinyl pressing, sold exclusively by Vinyl Me, Please. On February 23, 2024, Sony Music re-issued the album in Japan, available for the first time in a limited edition black vinyl.

30th Anniversary Editions

In 2023, to celebrate the 30th anniversary of Music Box, three new limited editions of the albums were issued: a 3X CD and a 4X LP — both including fifteen bonus tracks and the concert at Proctor's Theatre — as well as a cassette. Sony Music Japan also issued a fourth version of the album, including three CDs and a DVD with the Proctor's Theatre concert, a special interview and the music videos for “Hero,” “Dreamlover,” “Without You” and “Anytime You Need A Friend,” as well as Mariah's live performance of “Without You” during the 1996 Daydream tour.

Singles

Lyrics

Dreamlover

I need a lover to give me
The kind of love
That will last always
I need somebody uplifting
To take me away
Oh yeah

I want a lover who knows me
Who understands how I feel inside
Someone to comfort and hold me
Through the long lonely nights
Till the dawn
Why don't you take me away

Dreamlover come rescue me (Baby)
Take me up take me down
Take me anywhere you want to baby now
I need you so desperately
Won't you please come around
Cause I wanna share forever with you baby
With you baby

I don't want another pretender, no
To disillusion me one more time
Whispering words of forever
Playing with my mind
No, no (No, no, no, no, no baby)

I need someone to hold on to
The kind of love that won't fly away
I just want someone to belong to
Everyday
Of my live
Always
So come and take me away

Dreamlover come rescue me (Yeah)
Take me up take me down (Oh baby)
Take me anywhere you want to baby now
I need you so desperately
Won't you please come around (Won't you please, sugar)
Cause I wanna share forever with you baby (With you)

Baby come and take me away
Dreamlover come rescue me
Take me up take me down
Take me anywhere you want to baby now (Oh any, anywhere)
I need you so desperately (I need you baby)
Won't you please come around (Won't you please, please)
Cause I wanna share forever with you baby

Dreamlover come rescue me (I need you so, I need you so)
Take me up take me down (Take me up, up)
Take me anywhere you want to baby now
I need you so desperately (Come one baby)
Won't you please come around
Cause I wanna share forever with you baby


Lyrics: Mariah Carey. Music: Mariah Carey, Dave Hall.
Produced by Mariah Carey, Dave Hall and Walter Afanasieff.

Hero

There's a hero
If you look inside your heart
You don't have to be afraid
Of what you are
There's an answer
If you reach into your soul
And the sorrow that you know
Will melt away

And then a hero comes along
With the strength to carry on
And you cast your fears aside
And you know you can survive
So when you feel like hope is gone
Look inside you and be strong
And you'll finally see the truth
That a hero lies in you

It's a long road
When you face the world alone
No one reaches out a hand
For you to hold
You can find love
If you search within yourself
And that emptiness you felt
Will disappear

And then a hero comes along
With the strength to carry on
And you cast your fears aside
And you know you can survive
So when you feel like hope is gone
Look inside you and be strong
And you'll finally see the truth
That a hero lies in you

Lord knows
Dreams are hard to follow
But don't let anyone
Tear them away
Hold on
There will be tomorrow
In time
You'll find the way

And then a hero comes along
With the strength to carry on
And you cast your fears aside
And you know you can survive
So when you feel like hope is gone
Look inside you and be strong
And you'll finally see the truth
That a hero lies in you
That a hero lies in you
That a hero lies in you


Lyrics: Mariah Carey. Music: Mariah Carey, Walter Afanasieff.
Produced by Walter Afanasieff and Mariah Carey.

Anytime You Need A Friend

If you're lonely and need a friend
And troubles seem like they never end
Just remember to keep the faith
And love will be there to light the way

Anytime you need a friend
I will be here
Never be alone again
So don't you fear
Even if you're miles away
I'm by your side
So don't you ever be lonely
Love will make it alright

When the shadows are closing in
And your spirit diminishing
Just remember you're not alone
And love will be there to guide you home

Anytime you need a friend
I will be here
Never be alone again (Never)
So don't you fear (No, no, no, no)
Even if you're miles away (Even if you're)
I'm by your side (Miles away)
Don't you ever be lonely
Love will make it alright

If you just believe in me
I will love you endlessly oh
Take my hand
Take me into your heart
I'll be there forever baby
I won't let go
I'll never let go

Anytime you need a friend
I will be here
You'll never be alone again (Oh no)
So don't you fear (Don't worry, don't fear)
Even if you're miles away (Yes, I'm with you)
I'm by your side (Wherever you are)
So don't you ever be lonely
It's alright
It's alright
It's alright

Anytime you need a friend
I will be here (Yes, you know it's alright)
You'll never be alone again
So don't you fear (Don't ever fear)
Even if you're miles away
I'm by your side (I'm by your side)
Don't you ever be lonely
It's alright
It's alright

Anytime you need a friend (Anytime)
I will be here
You'll never be alone again (You'll never be alone)
So don't you fear (Don't ever worry)
Even if you're miles away
I'm by your side (I'm by your side)
Don't ever be lonely
It's alright
It's alright


Lyrics: Mariah Carey. Music: Mariah Carey, Walter Afanasieff.
Produced by Walter Afanasieff and Mariah Carey.

Music Box

When I am lost
You shine a light for me and set me free
When I am low
You wash away my tears
And take me through
The loneliness
And emptiness
Through the darkest night
Somehow I survive

Through it all
When you tell me I'm the only one you need
Sweet and tenderly
And your love
Breaks away the clouds surrounding me
All I have I want to give to thee

If I should fall
Your love is strong enough to lift me up
If I'm afraid
You chase away my fears
And take me to
A brighter place
Beyond the rain
And I feel alright
Because you're by my side

Through it all
When you tell me I'm the only one you need
Sweet and tenderly
And your love
Breaks away the clouds surrounding me
All I have I want to give to thee

You take me through
The loneliness and emptiness
And I feel alright
'Cause you're by my side

Through it all
You tell me I'm the only one you need
Sweet and tenderly
And your love
Just breaks away the clouds surrounding me
And baby all I have I want to give to thee

Want to give you all of my love
Now and forever my love
All I have I want to give to thee


Lyrics: Mariah Carey. Music: Mariah Carey, Walter Afanasieff.
Produced by Walter Afanasieff and Mariah Carey.

Now I That I Know

Now that I know
That you want me for me
I can be what you want (What you want)
I can be what you need (What you need)
Now that I know
That your love is for real
I can finally see (Finally)
This is not make believe anymore

I never knew
If I could believe in you
I thought I was just a diversion
And you were killing some time
My friends they told me to leave you
They said you'd never ever ever be mine
But you gave me your love
And you said I'm the one
You want for the rest of your life
Whoo

Now that I know
That you want me for me
I can be what you want (What you want)
I can be what you need (What you need)
Now that I know
That your love is for real
I can finally see (Finally)
This is not make believe anymore
Oh… baby whoo

I was afraid
That it was all a masquerade
That I was only a plaything
And you would leave me behind
But now I feel so secure
By your side I can conquer the world
Cause I gave you my love
And I know you're the one
I want for the rest of my life

Now that I know
That you want me for me
I can be what you want (What you want)
I can be what you need (What you need)
Now that I know
That your love is for real
I can finally see
This is not make believe anymore

Now that I know
That you want me for me
I can be what you want
I can be what you need (What you need)
Now that I know
That your love is for real
I can finally see (Finally)
This is not make believe anymore
Oh… whoo

I really feel it (So much love)
I really feel it (So much joy)
I really feel it (Sweet sweet ecstasy)
I feel it
I really feel it (Oh baby)
I really feel it (Cause you opened my eyes)
I really feel it (And I realized)
I feel it (Your love is for real)
(It's for real)

Now that I know
That you want me for me
I can be what you want (What you want)
I can be what you need (What you need)
Now that I know
That your love is for real
I can finally see (Finally)
This is not make believe anymore

Now that I know
That you want me for me
I can be what you want (Hey oh)
I can be what you need (Now that I know)
Now that I know
That your love is for real
I can finally see (Finally)
This is not make believe anymore


Lyrics: Mariah Carey. Music: Mariah Carey, Robert Clivillés, David Cole.
Produced by Robert Clivillés, David Cole and Mariah Carey.

Never Forget You

I won't see your smile
And I won't hear you laugh anymore
Every night
I won't see you walk
Through that door

Cause time wasn't on your side
It isn't right
I can't say I love you
It's too late to tell you
But I really need you to know

Oh baby no
I'll never forget you
I'll never let you out of my heart
You will always be here with me
I'll hold on to the memories baby

My baby can you hear me
Wherever you may be tonight
Are you near me
I need you to be
By my side

Cause I never said goodbye
It isn't right
I should have said I love you
Why didn't I just tell you
God knows I need you to know

Oh baby no
I'll never forget you
No, I'll never let you out of my heart
You will always be here with me
I'll hold on to the memories baby

Somewhere I know you'll be with me
Someday in another time
But right now you're gone
You just vanished away
But I'll never leave you behind

No, I'll never forget you
I'll never let you out of my heart
You will always be here with me
I'll hold on to the memories baby (I won't let you go baby, never)
You will always be here with me (On and on, and on and on, forever)

No, I'll never forget you
I'll never let you out of my heart (No baby, no baby, you)
You will always be here with me (Always, always)
I'll hold on to the memories baby

No, I'll never forget you
I'll never let you out of my heart (No baby, no baby, never, never, never, never, never)


Lyrics: Mariah Carey, Babyface. Music: Mariah Carey, Babyface.
Produced by Babyface, Mariah Carey and Daryl Simmons.

Without You

No I can't forget this evening
Or your face as you were leaving
But I guess that's just the way the story goes
You always smile but in your eyes your sorrow shows
Yes it shows

No I can't forget tomorrow
When I think of all my sorrow
When I had you there but then I let you go
And now it's only fair that I should let you know
What you should know

I can't live
If living is without you
I can't live
I can't give anymore
I can't live
If living is without you
I can't give
I can't give anymore

Well I can't forget this evening
Or your face as you were leaving
But I guess that's just the way the story goes
You always smile but in your eyes your sorrow shows
Yes it shows

I can't live
If living is without you
I can't live
I can't give anymore
I can't live
If living is without you
I can't live
I can't give anymore

No I can't live
No I can't live
(No no no no I can't live)
No I can't live (If living is without you)
No I can't live (I can't live, I can't give anymore)
No I can't live (I can't live)
No I can't live


Lyrics and music: William Peter Ham, Tom Evans.
Produced by Walter Afanasieff and Mariah Carey.

Just To Hold You Once Again

Do you know how it feels
Lying here without you baby
You could never understand what's happening to me
So alone, nothing's real
I just dream about you baby
And forever wonder why you had to break free

Even though you're not my lover
Even though you're not my friend, oh baby
I would give my all
To have you here
Just to hold you once again

It's so hard to believe
I don't have you right beside me
As I long to touch you but you're out of my reach
And my heart doesn't feel
It's so very cold inside me
Just a shadow of someone that I used to be

Even though you're not my lover, baby
And even though you're not my friend, no no no
I would give my all
To have you here
Just to hold you once again

You were the only one, only one
That I allowed inside my heart
Now I'm just holding on
To something so far gone
Oh where did I go wrong

Even though you're not my lover, baby
And even though you're not my friend
No, no, no, no, no
I would give my all
To have you here
Just to hold you once again
Just to hold you once again


Lyrics: Mariah Carey. Music: Mariah Carey, Walter Afanasieff.
Produced by Walter Afanasieff and Mariah Carey.

I've Been Thinking About You

We've known each other for a long long time
But I never really noticed all the magic in your eyes
I've been around you a thousand times before
And you've always been a friend to me but now I want more

I must have been so blind
I never realized
You're the one that's right for me
All the while I couldn't see
And now I feel so strange
I'll never be the same
I'm going 'round and 'round in circles
And I don't know what to do cause baby

I've been thinking about you
In the most peculiar way
I've been thinking about you
It's unbelievable to me
But suddenly I think I'm falling in love
With you

There's no explaining how I feel inside
I'm going thru a transformation that's so hard for me to hide
Had a revelation, finally opened up my eyes
The one I spent a lifetime searching for was right here all the time

I was oblivious
So very out of touch
All the while I couldn't see
You're the one that's right for me
And now my world has changed
I'll never be the same
Going 'round and 'round in circles
And it's all because of you sweet baby

I've been thinking about you
In the most peculiar way (In the most peculiar way)
I've been thinking about you (I really got you on my mind)
It's unbelievable to me (It's unbelievable)
But suddenly I think I'm falling in love
With you

I've been thinking about you (Baby baby baby)
In the most peculiar way (In the most peculiar way)
I've been thinking about you (Got you on my mind)
It's unbelievable to me (It's unbelievable)
But suddenly I think I'm falling in love
With you

Don't you know
That you're blowing my mind (That you're blowing my mind)
What you do to me
I can't describe (No, no, no, no, no)
Baby I can't hold back anymore
I just can't conceal it
You're the one I really adore

I've been thinking about you
In the most peculiar way (In the most peculiar way)
I've been thinking about you (Oh, really got you on my mind)
In the most peculiar way (In the most peculiar way)

I've been thinking about you (I've been thinking, thinking, thinking, thinking 'bout you)
In the most peculiar way (I've been thinking, thinking, thinking, thinking 'bout you)
I've been thinking about you (About you)
It's unbelievable to me
But suddenly (Suddenly I think I'm falling, I'm falling)

I've been thinking about you (Baby I've)
In the most peculiar way (Been thinking 'bout you, ooh)
I've been thinking about you (Oh, all and all about you)
It's unbelievable to me (Yeah to me)
But suddenly (Suddenly I think I'm falling, I'm falling)

In the most peculiar way (In the most peculiar way)
I've been thinking about you
It's unbelievable to me
But suddenly I think I'm falling in love (But suddenly I think I'm falling, I'm falling)
With you


Lyrics: Mariah Carey, David Cole. Music: Mariah Carey, Robert Clivillés, David Cole.
Produced by Robert Clivillés, David Cole and Mariah Carey.

All I've Ever Wanted

If you only knew
What I feel for you
If you only lived for me
The way I live for you
I'd be in heaven
My dreams would come true

Cause all I've ever wanted
Is you
And you alone
And I love you so
More than you could ever know
All I've ever wanted
Is you

If you were my own
To caress and hold
I would shower you with love
And drown within your soul
Cause I live and breathe for you
And I really need you to know

That all I've ever wanted
Is you
And you alone
And I love you so
More than you could ever know
All I've ever wanted
Is you

Everything I do is for you
And you are every part of me
And I don't want to face
Another day
Alone
Without your love

Cause all I've ever wanted
Is you
And you alone
And I love you so
More than you could ever know
All I've ever wanted
Is you
All I've ever wanted
Is you
Is you
You

Lyrics: Mariah Carey. Music: Mariah Carey, Walter Afanasieff.
Produced by Walter Afanasieff and Mariah Carey.

Everything Fades Away

Baby don't tell me you miss me, you love me
Don't whisper gently that you can't forget me
Tonight, tonight
Cause I've heard it all before
Just turn away, don't play that game
Baby I don't want to anymore

Let it all fade away
Don't you know that love is gone
It's too late
Everything fades away
Nothing ever stays the same
Baby, no no no

Don't tell me you're sorry, you hurt me
How many times can I give in?
How many battles can you win?
Oh, don't beg for mercy
Tonight, tonight
Cause I can't take any more
Just turn around, don't break me down
Baby I don't love you like before

Let it all fade away (Let it fade away)
Don't you know that love is gone
It's too late
Everything fades away
Nothing ever stays the same
Baby, oh oh

So hard for me to let you go (So hard)
Don't leave me standing in the cold (Don't leave me standing, no)
Oh, darling give me one more chance (No no no no no)
I know that we can make it last (I… I know)

Just let me love you one more time (Don't say it)
Girl I don't wanna lose my mind (Don't say it)
So hard for me to let you go
So hard for me to let you go

Let it all fade away (Why don't you)
Love is gone (The love is gone baby)
It's too late
Everything fades away
Nothing ever stays the same
Nothing ever stays the same

Let it all fade away (Let it fade away)
Love is gone (The love is gone baby)
It's too late
Everything fades away (Every every thing fades away)
Stays the same
Baby

It only fades, it only fades
Only fades, it only fades
Baby don't tell me you miss me, you love me (It only fades, it only fades)
(Only fades, it only fades)
Baby don't tell me you miss me, you love me (It only fades, it only fades)
(Only fades, it only fades)
Baby don't tell me you miss me, you love me (It only fades, it only fades)
(Only fades, it only fades)


Lyrics: Mariah Carey. Music: Mariah Carey, Walter Afanasieff.
Produced by Walter Afanasieff and Mariah Carey.