The song was penned by the NYC-based songwriting duo Bobby Weinstein and Teddy Randazzo. Randazzo was a childhood friend of the group and co-wrote the dramatic ballad specifically with The Imperials in mind. He also arranged and produced the song, giving it an equally dramatic treatment with full orchestration and tons of reverb—not unlike the techniques producer Phil Spector was using at the time. (An interesting tidbit: Don Costa, famed producer/arranger for Sinatra and father of funk/soul artist Nikka Costa, directs the orchestra on the track.)
The song truly is a showcase for Jerome "Little Anthony" Gourdine. His powerful, operatic falsetto sells the narrative of a shy guy who's coming apart at the seams because of a girl who fails to notice him. I'm especially fond of his vamp as the song fades: it's theatrical and soulful at the same time. I imagine if Enrico Caruso had grown up in Brooklyn's Fort Greene Housing Projects in the 40s (where Gourdine was raised), this is what he might have sounded like.
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