Ann-Margret's RCA Victor debut album, And Here She Is..., didn't get much attention in 1961, but she did better with her bluesy single "I Just Don't Understand," which peaked in the Top 20 in September. That set up this, her second solo LP, which featured "I Just Don't Understand," and like it was recorded partially in Nashville under the aegis of Chet Atkins and Dick Pierce.