The renown songwriting team of Barry Mann and Cynthia Weil wrote this song, which was part of an album that also featured songs written by Stevie Wonder, Carole King, Jimmy Webb, Paul Williams and John Sebastian.

Thomas has said that this is his favorite track on the album; the song is about a boy whose young mother sings him a very special lullaby to comfort him.

Duane Eddy, famous for his twangy guitar sound and hit songs "Rebel Rouser," and "Because They're Young," played lead guitar on this song.

Thomas' producers decided a Duane Eddy sound would be perfect for this track, and they were able to get the real Duane Eddy to do it.

The female backup vocals were by the Blossoms, who stood in for The Crystals on three of their hits. Dave Somerville of The Diamonds also sang backup.