"Smiling Faces Sometimes" is a soul song written by Norman Whitfield and Barrett Strong for the Motown label. The song was originally recorded by the Temptations in 1971. Producer Norman Whitfield had the song re-recorded by the Undisputed Truth the same year, resulting in a number-three Billboard Hot 100 position for the group. "Smiling Faces" was the only Top 40 single released by the Undisputed Truth, and was included on their debut album The Undisputed Truth.

Both versions of "Smiling Faces Sometimes" deal with the same subject matter, "back-stabbing" friends who do their friends wrong behind their backs ("Smiling faces sometimes...they don't tell the truth...smiling faces sometimes tell lies"), but in different ways. The Temptations' original uses an arrangement similar to a haunted house film score to represent feelings of fear and timidness. Included on the 1971 Sky's the Limit album, "Smiling Faces Sometimes" runs over 12 minutes, most of which is extended instrumental passages without any vocals. An edited version was planned as the Temptations' summer 1971 single release, but this plan was dropped when lead vocalist Eddie Kendricks, frustrated by personnel problems within the group, quit the Temptations and signed a solo deal with Motown in March 1971.

Whitfield was known for recording dramatically different versions of the same song with different Motown artists, including Smokey Robinson & the Miracles' "I Heard It Through the Grapevine" (re-recorded as hit records for Gladys Knight & the Pips, and Marvin Gaye) and the Temptations' "War" (re-recorded as a hit for Edwin Starr). After Kendricks left The Temptations, an undaunted Whitfield re-recorded the song with his latest protégés, psychedelic trio Undisputed Truth. Billboard ranked the resulting single as the No. 14 song for 1971. It has since been covered by Bobbi Humphrey, Joan Osborne, Rare Earth, and others.

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