Sloan and Barri had written the song "Where Were You When I Needed You" for the
Hermans Hermits film
Hold On!. The Hermits chose not to release the song as the follow-up single to the Sloan and Barri song, "
A Must to Avoid". Sloan and Barri persuaded their boss,
Dunhill Records head
Lou Adler, to let them record a single version of the song in 1965. The demo was sent to several radio stations in the Los Angeles area and received a favorable review. However, Dunhill insisted that they find a "real group" to tour as the Grass Roots, since they were too valuable to Dunhill as songwriters for the label to allow them to perform live concerts or make TV appearances. Sloan and Barri chose the Bedouins, a San Francisco band, to become the Grass Roots. The band consisted of lead singer/lead guitarist Fulton, rhythm guitarist Denny Ellis, bassist David Stensen and drummer Larson. After the band quit, Sloan once again took over as lead singer of the Grass Roots sessions, as he had been on the original demos. Sloan stated that Dunhill policy at the time required albums to include "other people's hits" that "they were trying to get into stores", which is why the album does not only feature Sloan and Barri originals. In 1994, the original CD version of the album was released on
Varèse Sarabande. It included six bonus tracks. Five were sung by Fulton and one titled "Tip of My Tongue" by Sloan. ==Track listing==