Written by Barry Mann, Phil Spector and Cynthia Weil, the song is one of the foremost examples of producer Phil Spector's "Wall of Sound" technique. Recorded in Studio A of the famed Gold Star Studios in Los Angeles, it features 'The Wrecking Crew' instrumentally and lead vocals by Bill Medley. Bobby Hatfield reportedly expressed his annoyance to Spector upon learning that he would have to wait until the chorus before joining Medley’s vocals. When Hatfield asked Spector just what he was supposed to do during Medley’s solo, Spector replied: “You can go straight to the fucking bank.” The strings were arranged by legendary arranger Gene Page. Among the background singers in the song's crescendo is a young Cher. The form of the song is the tried and true pop song form of verse-chorus-verse-cho
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