After winning a Bay Area "Battle of the Bands" contest in 1965, the Syndicate of Sound recorded a single "Prepare For Love", which was ultimately unsuccessful. Don Baskin and Bob Gonzales then wrote "Little Girl", which was recorded for Hush Records and released in early 1966. After becoming a regional hit around the San Jose, California area, Bell Records picked it up for national distribution, where it charted as high as #8 on Billboard. Bell Records then offered them a contract for an album. Prior to going into the studio to record the album, Larry Ray was replaced on lead guitar by Jim Sawyers. The album was recorded in three weeks and the band then embarked on a nationwide tour supporting among others, Paul Revere & the Raiders, the Young Rascals, and The Yardbirds.