The Story Behind Leon Russell’s “This Masquerade”
Blog by Nancy Ruth, June 9, 2025
“This Masquerade” is one of Leon Russell’s most haunting and enduring compositions, a ballad steeped in melancholy, mystery, and emotional resignation. While many fans know the song through George Benson’s smooth jazz, Grammy-winning 1976 version, the song’s origins may be traced back several years to Leon’s personal story and artistic growth.
Leon wrote and recorded “This Masquerade” for his 1972 album Carney. It reflects the end of his first serious romantic relationship with Carla Brown, the mother of his first child, daughter Baby Blue Eagle Bridges. The two met in early 1970 at a party at Leon’s Hollywood Hills home, Skyhill. Carla, also an Oklahoman like Leon, accompanied him on Joe Cocker’s famed Mad Dogs & Englishmen Tour a short time after. They had a strong emotional and intellectual connection, which made the heartbreak in the song even more powerful.
The song starts with the line, “Are we really happy with this lonely game we play?” It sounds like a confession. It’s not just a song about love ending; it’s the quiet awareness that comes as shared dreams start to vanish.
At that same moment, Leon was also creating something fresh. Alongside his relentless touring, delivering his Tulsa Sound rock and roll to enthusiastic audiences across the nation and Europe, he recently established The Church Studio in Tulsa, Oklahoma, converting a historic church into a vibrant creative sanctuary and recording studio for musicians. As his professional vision flourished, his private life began to unravel. The emotional intensity of “This Masquerade” exposes both his sorrow as well as his creative bravery, qualities that contributed to The Church Studio’s reputation as a center for significant and groundbreaking music.
Other performers recognized the songs’ power. Helen Reddy recorded a version for her 1972 album, I Am Woman. A year later, The Carpenters—already fans of Leon’s work after recording “A Song for You” and “Superstar” included it on their Now & Then album.
Richard Carpenter later said in his book Carpenters: A Musical Legacy, “I had heard it was written for us [Karen and Richard]. That could be a lot of baloney, but it actually sounds like it was, I mean, the song is perfect for the two of us.” Their version became a massive hit, reaching the top 10 on the Billboard Hot 100.
Then, in 1976, George Benson, transformed the song into a masterpiece of crossover jazz-pop. Benson, at the time, had never even heard of the song—or Leon Russell. He later revealed that producer and manager Tommy LiPuma pushed him to record it. But once he did, Benson called it “one of the finest tunes of our time, with a beautiful melody and a great story.” He later discovered that the song’s harmonic structure was loosely based on the jazz standard “Angel Eyes,” which, he said, is why “so many jazz musicians dig playing it.” In his words: “Leon did us all a great favor when he wrote it.”
That recording made music history. “This Masquerade” became the first song ever to simultaneously top the jazz, pop, and rhythm & blues charts, a groundbreaking achievement that reflected its universal appeal. The track went on to win the Grammy Award for Record of the Year in 1977, solidifying the song as an American classic.
“This Masquerade” has been recorded more than 190 times by artists across genres—from smooth jazz to soul, from pop to rock—and continues to be recorded today. Yet no version quite captures the sheer vulnerability of Leon’s original, where he sits at the piano, stripped of pretense, reflecting on love lost and illusions faded.
“This Masquerade” written by Leon Russell
Are we really happy with this lonely game we play?
Looking for words to say
Searching but not finding understanding anywhere
We’re lost in a masquerade
Both afraid to say we’re just too far away
From being close together from the start
We tried to talk it over but the words got in the way
We’re lost inside this lonely game we play
Thoughts of leaving disappear every time I see your eyes
No matter how hard I try
To understand the reasons why we carry on this way
We’re lost in a masquerade
Both afraid to say we’re just too far away
From being close together from the start
We tried to talk it over, but the words got in the way
We’re lost inside this lonely game we play
Thoughts of leaving disappear every time I see your eyes
No matter how hard I try
To understand the reasons why we carry on this way
We’re lost in a masquerade
We could just start over but it’s oh so hard to do
When you’re lost in a masquerade
