Mike Curb wanted the band to do this song for songwriter Abeyta. Bob Bennett provided the high falsetto lead. The full band played the backing track and the sound was superb. All band members performed their parts extremely well.

Curb had a horn section dubbed into the track and it added to the song's breadth. Tommy Howell's drumming dominated the song and was steady and sharp. As the B side of "Sally Ann", the song was another great example of how good the band could play. Again, Curb provided a high pitched OOO-OOO-OOO in the background. Recorded in spring 1966.