Only used to change, the young woman looked at him, astonished. As the look remained on her face as he drove off, it didn't leave his thoughts as he continued to work. By the time he reached the studio he had already been rolling lyrics around in his mind, and as he continued that day working on the song with Bob Crewe, it occurred to them that they might have a hit on their hands. The Four Seasons had fared better than many American groups during that early first wave of the British invasion, but had not had a number 1 hit since, "Walk Like a Man" over a year before.
By the time the song was done, it was Sunday and the regular studio was closed. The next day they were to be off on tour. Another single was in the can and scheduled for release, but Crewe and Gaudio was so convinced this song should be the one released, that they called the rest of the group in, called in production guys who they were not familiar with, and got access to the basement of a Manhattan demo studio to cut the single. The result was another #1 hit for The Four Seasons, and arguably the best single they ever recorded.
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