It was originally recorded to launch the solo career of former Marvelette Wanda Young, and was produced by Smokey Robinson.

By the mid-1960s, The Marvelettes had lost their status as Motown's top girl group, as much of the company's focus and promotion turned to The Supremes.

In 1970, around the time the Marvelettes disbanded, Smokey Robinson had Wanda Young record what was intended as her first solo album with premiere back-up group The Andantes.

[1] The material chiefly consisted of older Motown songs that have been overlooked such as "After All" (originally by The Miracles), "I'll Be in Trouble" (originally by The Temptations), and "A Breathtaking Guy" (originally by The Supremes) along with a cover of "Uptown" by The Crystals, and a few Marvelettes songs that had been recorded before the group's dissolution (including "Uptown" and "That's How Heartaches Are Made", which were both featured on the Marvelettes' previous album, In Full Bloom).

The record's cover instead featured a new picture of Young and two fake Marvelettes (reportedly Billie Rae Calvin and Brenda Joyce Evans of The Undisputed Truth, whose faces are purposely unidentifiable) on horseback to emphasize the album's new title.