Like their previous single, "Love Is Here and Now You're Gone
," this was recorded at Columbia Studios in Los Angeles with the same studio musicians used by The Beach Boys, The Monkees, Sonny & Cher and many others. Recording away from Motown's Detroit studios was a challenge for the Holland-Dozier-Holland team, which produced the songs they wrote. They had a set group of musicians at Motown they always worked with, so there was a comfort level there. Los Angeles though, had no shortage of talent.
"We did that with a whole new group of musicians that we hadn't been used to playing with or working with," Dozier told Songfacts. "But, all good musicians can play and get what you're trying to do, or you can sort of get them to play the feelings that you want them to play. In this case, LA had a lot of good guys, so it wasn't too bad. It wasn't too much of a stretch to get the guys to play the feelings that we wanted."