The record introduced the new Four Seasons lineup which now included John Paiva (guitar), Don Ciccone (bass), Lee Shapiro (keyboards) and Gerry Polci (drums).

During the initial recording sessions, Valli—who already had a solo deal with Private Stock Records—was in Europe and did not have the time to learn the song when he returned, so Ciccone, a former lead singer of The Critters, recorded the lead vocal on the song's title track "Who Loves You," initially as a demo.

[5] "Who Loves You" established the band as stars of the 1970s (peaking at #3 on the Billboard Hot 100 singles chart).

Mike Curb, who was drawn to The Four Seasons' clean-cut image, was also involved with the release of the album.

[6] Despite Valli's objections (as well as Long's, who thought that the band was moving too far away from its trademark sound and left in part because of that fact[7]), Ciccone and Polci would handle the bulk of lead vocals on the new album.