The session to record this song was scheduled for May 20, 1964, but The Drifters lead singer Rudy Lewis was found dead that morning (the cause of death is unclear, but likely either a drug overdose or heart attack). The session was rescheduled for the next day, and Johnny Moore was called in to replace Lewis. Moore was with The Drifters in 1958 when their manager fired everyone in the band and brought in new members. He was a convenient replacement for Lewis, and stayed on as their main vocalist.

The group was distraught over Lewis' death, and their subsequent performance added a tinge of melancholy to the song, which is about spending some time under a seaside boardwalk with a love interest, out of sight from the crowds above.
Many artists have covered this, including The Rolling Stones, John Mellencamp, The Jackson 5, and Bruce Willis.

The Drifters released a sequel to this a few months later called "I've Got Sand In My Shoes." It hit #33 in the US.
This was written by Arthur Resnick and Kenny Young. Resnick also wrote "Good Lovin'" for The Rascals; Young wrote songs for Herman's Hermits and formed a band called Fox.

It was Atlantic Records' head Jerry Wexler who came across the song at Resnick and Young's publishing company, and decided that The Drifters should record it. The group wasn't thrilled with the song, but Wexler had final say on all songs they recorded, and made it clear that they were going to record "Under The Boardwalk."

In a previous Drifters hit, they had a tryst with their baby Up On The Roof. In this song, they decide that it's too hot up there, and seek out a cooler location. They sing in the first line: "when the sun beats down and burns the tar up on the roof..."
This song was produced by Bert Berns along with the English arranger Mike Leander. Berns had just taken over as The Drifters producer, replacing Jerry Leiber and Mike Stoller, who were busy with other projects. Berns stayed on as the group's producer until 1967, when he died of a heart attack.