Chart Position: 9
- Written by L. Russell Brown and Raymond Bloodworth
- Lead vocals: Frankie Valli
- Backing vocals: Bob Gaudio, Joe Long, Tommy DeVito
- Recorded in New York City NY
- Produced by Bob Crewe
- The riff in this song was used in The Doors ‘Touch Me’ (1969)
- Four Seasons would not have another Top Ten hit until “Who Loves You’ (1975)
- Later recorded by Grapefruit (1968), Gregory and Cadets (1968), Donny Osmond (1976), Cardinal Point (1975), Jarrod Spector (2014), and Sam Palladio & Evan Rachel Wood (2015)