Skeeter Davis had reached the zenith of commercial success with the 1963 single, "The End of the World". The song reached number two on the country charts and crossed over to top ten positions on the pop, R&B and adult contemporary charts. She followed it with another top ten crossover single titled "I Can't Stay Mad at You", which was written by Gerry Goffin. Davis recorded several more Goffin tunes that incorporated a "girl group" sound. Among these Goffin-penned songs was 1964's "What Am I Gonna Do with You". It also included writing credits from Russ Titelman. It was recorded in July 1964 at RCA Victor Studios, located in Nashville, Tennessee. The session was produced by Chet Atkins.
