The B-side to The Four Seasons' "Rag Doll" (1964, both songs, IIRC, written by Bob Crewe and Bob Gaudio, who were the behind-the-scenes maestros), it became a full-fledged hit three years later, in the hands of The Tremeloes (the former beat group Brian Poole and the Tremeloes -- the band that Decca signed in 1962 when they passed on The Beatles). There's no hint of Mersey here -- the Tremeloes stay fairly faithful to the original in their hit, tapping "old" (in the internet time of pop music fashion) American sources, in the Four Seasons
harmonies, with a soupçon of Beach Boys, still, apparently, potent stuff in the 1967 marketplace
despite the upheavals of the British Invasion that caused their original styles to wane in popularity -- Frankie Valli was, by then, giving his falsetto an occasional rest from flying on top of the harmonies, while the Beach Boys... well, you could write a book.
This is pretty stuff, not the calculated (and puke-inducing) cheesy "prettiness" of the usual
setting-out-to-be-pretty pop recording; it's almost like a lab experiment in its aural sincerity.
But then again, I was dropped on my head in those days.