The song, First Time I Saw Her, came after an encounter that Carl had at the "Close Encounters" rock club in Oak Forest, Illinois. Three Joliet area girls came to see M&R Rush there in the fall of 1981. The only problem was that only one of them was 21 which was the legal drinking age at that time. The other two were 20 years old and their fake id's were declined at the front door. So once the club was packed, the band got them in through the back door. But there was one small problem. It had rained and it was extremely muddy back there so Carl threw on some old shoes and carried them across the mud from their panel van. And yes, it was the first time he saw her and yes she was in his arms that night.

Ok. So, Carl had the title and chorus for First Time I Saw Her, he just needed a verse that he borrowed from the old M&R Rush song called You’ve Heard It All Before. Later on, Carl and Jeff retooled the lyrics and John and Carl added a middle solo section which was inspired by the Foreigner sound.  

Recorded at Star Trax in 1986, First Time I Saw Her, made its debut on a 45-rpm single on the other side of Good-Bye City Lights.   

Jeff does a great job on lead vocals while Roger, John, and Carl handle the chorus harmonies. John uses "the butter machine “(a name given to his guitar) for the guitar solo and Marty on drums drives the song. 

First Time I Saw Her was Roger's brother Bob's favorite M&R Rush song. He got such a kick out of the phrase, "She was such a surprise, right before my eyes!!!