The song was written by Barry Mann and Cynthia Weil; the duo also wrote the group's first hit "You've Lost That Lovin' Feelin'" along with Phil Spector.

[2] The song was written by Barry Mann and Cynthia Weil, part of the Brill Building pop machine in New York City.

[3] They first began writing it following the success of the Righteous Brothers' first single with Phil Spector, "You've Lost That Lovin' Feelin'", which they also wrote.

However, the song was not completed, as they thought it sounded too much like "Lovin' Feelin",[4] and Spector chose instead to record Carole King and Gerry Goffin's "Just Once in My Life" as the duo's second single.

Medley was able to imitate Spector's "Wall of Sound" technique with reverbing pop-orchestration and a soaring female backup choir.

Some of the session musicians from the Wrecking Crew, such as keyboard player Don Randi, pianist Michel Rubini and bassist Jimmy Bond, were hired for the recording.

In 1990, the country music group the Oak Ridge Boys recorded a cover version for the soundtrack of the film My Heroes Have Always Been Cowboys.