This was co-written by Buddy and Norman Petty and recorded in October 1958. Petty was Buddy Holly's first producer and owned the studio in Clovis, New Mexico where all of Buddy's first recordings were made (Lubbock did not have a recording studio at the time).
This and "It Doesn't Matter Any More" were Buddy's first recordings to use orchestral string arrangements, which accentuated his vocal mannerisms. The strings were arranged by Dick Jacobs.
The song's haunting melody was inspired by one of Buddy's favorite black gospel hymns, "I'll Be Alright," which was recorded by The Angelic Gospel Singers. This song was likely inspired by his wife Maria Elena.
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