Four Seasons producer Bob Crewe wrote this song with Sandy Linzer and Denny Randell, who were frequent collaborators with the group. The song is a plea for reconciliation, with Frankie Valli trying to convince his girl to stay together. In our interview with Denny Randell
, he explained, "That was the first record that had a certain sound about it. We put some R&B there, we came in with a really interesting horn section that wasn't one of the big things in their repertoire at that time. We really put it into a pop R&B bag with the horns and different kinds of background vocals."
Linzer and Randell followed up this song by writing the Four Seasons hit "Working My Way Back To You," which as Denny explained, used a horn section, R&B feel, and unusual bass lines that were modeled on "Let's Hang On!"