This was written by Bob Gaudio and Sandy Linzer. Gaudio was a member of the group and also one of their primary songwriters, often teaming up with the producer Bob Crewe. Linzer is a lyricist known for writing hits with Denny Randell
, including the Four Seasons classic "Working My Way Back to You
"Dawn" is a very self-deprecating song, with lead singer Frankie Valli
constantly telling the girl that he's not good enough for her: "Think what the future would be with a poor boy like me."
This marked a change in attitude for the group, going from the swagger of "Walk Like A Man
" to the pity of songs like this and "Bye, Bye, Baby (Baby Goodbye)." Said Valli: "We sang songs about men and their situations with women, and about how things don't always go the way you want them to."