The song features the counterpoint of Nick Massi's bass voice and the falsetto of lead singer Frankie Valli. During the sessions that produced the hit recording, the fire department received an emergency call from the Abbey Victoria Hotel (the building that housed the Stea-Phillips Recording Studios). As producer Bob Crewe was insisting upon recording the perfect take, smoke and water started to seep into the studio as the group repeated their efforts upon Crewe's insistence: the room directly above the studio was on fire, yet Crewe blocked the studio door and continued recording until a few firemen used their axes on it and pulled Crewe out.