By 1968, The Turtles had had a number of successful pop records on the White Whalelabel, including Bob Dylan's "It Ain't Me Babe", "Happy Together" and "She'd Rather Be With Me", both written by Gary Bonner and Alan Gordon. The band members wanted to diversify their musical output, in parallel with more innovative musical groups of the time, and to record their own material. However, their record company were reluctant to allow them to do so.
As a demonstration of their musical versatility, The Turtles recorded the album ...the Battle of the Bands, which featured performances in a wide variety of different musical styles. The band recorded "Elenore" as a parody of the type of happy-go-lucky pop songs they themselves had been performing, but with deliberately clichéd and slapdash lyrics such as: "Your looks intoxicate me / Even though your folks hate me / There's no one like you, Elenore, really"; and "Gee, I think you're swell / And you really do me well / You're my pride and joy, et cetera..." Howard Kaylan later said:
Elenore was a parody of "Happy Together." It was never intended to be a straight-forward song. It was meant as an anti-love letter to White Whale [Records], who were constantly on our backs to bring them another "Happy Together." So I gave them a very skewed version. Not only with the chords changed, but with all these bizarre words. It was my feeling that they would listen to how strange and stupid the song was and leave us alone. But they didn't get the joke. They thought it sounded good. Truthfully, though, the production on "Elenore" WAS so damn good. Lyrically or not, the sound of the thing was so positive that it worked. It certainly surprised me.