"Mr. Guder" was written in late 1967, during Carpenter's and Bettis' brief employment at Disneyland in California. Required to perform American songs from the early 1900s, the two would, instead, honor patron requests for more contemporary song performances - such as "Somewhere My Love" and "Light My Fire" - much to the dismay of their supervisor, Vic Guder. During the following weeks, Carpenter and Bettis, "young and full of themselves", continued to do as they pleased and were ultimately dismissed from the job. The result was the "anti-establishment song".
"Mr. Guder" was given a remix in 1990, with a new flute track and guitars added to the existing recording.
- Karen Carpenter - lead and backing vocals, drums
- Richard Carpenter - backing vocals, keyboards
- Joe Osborn - bass guitar
- Bob Messenger - flute