The Four Seasons had experienced their best year in 1964 after leaving VJ Records in Chicago for the Phillips conglomerate, taking their producer Bob Crewe with them. But in 1965, it appeared that the Second Wave of the British Invasion would capsize them. Each record released that year did worse that its predecessor, and their fortunes looked grim. Then Crewe took a page from Motown, teamed with Sandy Linzer and Denny Randall, composers of the great hits of ‘64, and turned out an upbeat number that rocked the charts. The Jersey boys were back. This was Nick Massi’s last recording with the group.