According to Keith Hunt in his biography of the band, "Shakin' All Over – The Life And Times Of Johnny Kidd", HMV offered the band the chance to write their next B-side, though the night before the session they still had nothing. A song was written in a hurry while sat in the basement of Chas McDevitt's Freight Train coffee Bar, and recorded the following day in one take, plus minor overdubs (mainly Joe Moretti). On hearing the finished song, the intended A-side (a revival of the oldie, "Yes Sir, That's My Baby") was instead relegated to the flip. The band's mix was repeated on the atmospheric "Restless" which also featured Moretti, also making the charts in the wake of "Shakin' All Over".