2:00 AM Paradise Cafe is the fourteenth album by singer-songwriter Barry Manilow. The album was a radical departure from Manilow's previous work of highly polished pop. [Johnny Mercer]]'s widow, Ginger, entrusted Manilow with a cache of Mercer's lyrics that had never been set to music. Although Manilow used only Mercer's "When October Goes" for the project, he created an album of mostly original songs with a torchy, smokey jazz style. He recruited veteran jazz musicians Bill Mays, Gerry Mulligan, Shelly Manne, Mundell Lowe, and George Duvivier. Also enlisted for vocal duets were Mel Tormé and Sarah Vaughan. The entire album was rehearsed for three days, then recorded entirely live (in one take) without overdubs at Westlake Studio 'C' in Los Angeles, California and released in 1984.