Written, performed and produced by Phil Spector.
The Teddy Bears were three high school graduates, one of whom happened to be future mega talent, and even more future murderer Phil Spector. They recruited a drummer to lay down this track, which took them twenty minutes and cost $75 dollars.
It's a really simple track, pretty lead vocals, with high tenor backing vocals by the two boys,with a simple compound 12/8 beat going on under them. It's also real short, only 2:20. The bridge really gives everyone a chance to shine. It starts at 1:15. Annette Kleinbard (later to be songwriter Carol Connors) really opens up and her vocals soar. Spector and Leib's backing vocals really hold her up, enforcing the waltz feel during this section; and the drummer is actually allowed to use an entirely different part of his kit, or at least add a cymbal. That bridge makes the song memorable.