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.
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