[6] Personnel on the original recording included Orbison's drummer Larry Parks, plus Nashville A-Team regulars Floyd Cramer on piano, Bob Moore on bass, and Hank Garland and Harold Bradley on guitars, Joe Melson and the Anita Kerr Singers on backing vocals.

In his first session for Monument in Nashville, Orbison recorded "Paper Boy" (a song that RCA Victor had previously refused) while sound engineer Bill Porter experimented with close miking the doo-wop backing singers.

The resulting recording had a "polished, professional sound ... finally allow[ing] Orbison's stylistic inclinations free rein".

"[12] However, "Uptown" only reached number 72 on the Billboard Top 100, and Orbison set his sights on negotiating a contract with an upscale nightclub somewhere.

In early 1960, Orbison and Joe Melson wrote one more song, "Only the Lonely", which they tried to sell to Elvis Presley and the Everly Brothers, who turned it down.

Instead, they recorded "Only the Lonely" themselves at RCA's Nashville studio,[2] using the string section and doo-wop backing singers that had given "Uptown" such an impressive sound.

[14] But this time, sound engineer Bill Porter tried a completely new strategy: building the mix from the top down rather than from the bottom up, beginning with close-miked backing vocals in the foreground, and ending with the rhythm section soft in the background.

[17] The song differed from the typical verse-chorus form structure of popular music of the time, building and falling to a climax, with emotional expression then rare for masculine performance.