A soulfulballad, the song is said to have been inspired by Burt Bacharach while also foreshadowing the relatively complex music dynamics of Pet Sounds several months later. Author Jim Fusilli explained, "[it] is a gorgeous track, albeit a bit busy at the chorus when compared to what's ahead, with major seventh chords that ring beautifully. The song's subtle horn charts, prominent tremelo bass, the vibraphone, and the sweet, pensive section after the chorus portend the sounds of a forthcoming classic."MOJO wrote: "With key and tempo changes bolder and weirder than anything before, this was Brian's signpost to the psychedelic country up ahead."
With production by Brian Wilson and engineering by Chuck Britz, the instrumental was recorded on March 20, 1965 at United Western Recorders, Hollywood. A few weeks later, vocals were overdubbed at CBS Columbia Square with a final mix occurring on May 28. Brian later reflected that his vocal on the track was too shrill, saying, "I sounded like a little girl," and "I sounded like a fairy," naming it his least favorite Beach Boys recording.