This was written by Gary Zekley, Mitchell Bottler, brothers Adenyi Jacob and Ekundayo Paris, and Ted McNamara. Zekley and Bottler also wrote the Grass Roots' previous hit "(I'd) Wait a Million Years" among others. It was the Grass Roots' first Top 10 hit since their hit "Midnight Confessions," which was released three years before.
In the tale of this song, a man is trying to win the heart of a girl who does not want to love him (she's allegedly afraid because of past experiences); he tells her that she will succumb to him sooner or later.
Keyboardist Dennis Provisor is given a chance to stand out in this song. After the key signature changes, Provisor makes a soulful improvise while the other members sing the verse.
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