This was written by the prolific songwriters Bob Crewe and Bob Gaudio and produced by Crewe. The pair wrote many of the hits for The Four Seasons (Gaudio was a member of the group), and composed this one for lead singer Frankie Valli
as a solo release. Valli's version was issued in 1965 and only managed a meager chart placement of #128, despite the phenomenal success of The Four Seasons.
The next year, The Walker Brothers covered the song using an arrangement that clearly resembled Phil Spector's "Wall of Sound" technique. This version was a huge hit, going to #1 in the UK and making #13 in America.