Although Billie Holiday had endured many hardships in life, a scene in the movie Lady Sings the Blues -- based on her autobiography -- inspired Robinson to write this as the film was being made. "One night I was thinking about Billie Holiday and when she first met Billy Dee Williams' character and how that changed her life and made her happy," he said. He finished the song too late for the movie, though, so it was first recorded by a teenaged Michael Jackson and later appeared on Robinson's own album A Quiet Storm.
As the British Invasion reached its peak in 1964, Brenda Lee went from Nashville to London to record one of her hardest-rocking hits, her perky vocal backed by a stuttering, squalling guitar. That guitar was played by session musician Jimmy Page, yet to skyrocket to fame with first the Yardbirds and then Led Zeppelin. "She said to me, 'I've come here to make a record with the British sound,'" remembered producer Mickie Most. "She felt she wouldn't get the same sound in Nashville because they're only just catching up on the British beat group sound of about six months ago."