The Howard Greenfield and Neil Sedaka-penned ballad was the B-side to Francis' hit single "Lipstick On Your Collar." The singer was determined to have a double-sided hit and approached the songwriters with the idea to make the song about one of the hottest teen idols of the time: Frankie Avalon. "So Howie asks, 'Happy or sad?,'" Francis told DISCoveries Magazine. "I said, 'Always sad, Howie, you know that teenage girls love to cry.'"

In the song, Francis is trying to hide her heartbreak after Frankie breaks up with her.

Francis recalls coming up with the spoken intro: "At the session, Ray Ellis is in the control room and someone else, I can't recall who, was conducting. As soon as the guitar introduction began, I just up and said, 'Frankie, wherever you are I love you.' When Ray heard that he came over the intercom and said, 'Oh, God. Connie, give me a break. This is going a little too far.' But he finally agreed to leave that part in and so we did."