"Rag Doll" is regarded by some as the greatest achievement of the Four Seasons. Gaudio was on the way to a recording session and his car was stopped at a long traffic light in Hell's Kitchen. Often kids would wash the car windows during the long waits and ask for some change. In Gaudio's case, a scruffy little girl washed his window. When Gaudio went to give her change, all he had was a $20 bill. After a moment's hesitation, he gave her the bill because he had to give her something. The astonished look on her face stayed with him and inspired the subsequent song.