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Group member and chief songwriter Bob Gaudio wrote this. He was driving his car to the studio in New York City when he was stopped at a "three-minute light." A little girl - with ragged clothes and dirty face - ran up to the car and cleaned the windshield. As the light changed, Gaudio rummaged frantically through his pockets in an effort to find a quarter to pay the girl, who did indeed look like a Rag Doll. The smallest piece of money he could find was a five-dollar bill (sometimes Gaudio would say "ten-dollar bill" when he tells this story), so he gave her the currency. She was speechless, but he remembered her stunned look at the studio, where he composed the song. When Gaudio and their producer, Bob Crewe, finished writing this, they wanted it to be the next Four Seasons single instead of one that was already scheduled for release, but the group was set to begin a tour the next day. Because their regular studio was closed on Sundays, they recorded this in the basement of a Manhattan demo studio, using a production crew with whom they had never worked before. Unless you were The Beatles, it was very hard to get a #1 hit in the US in 1964. This was a major accomplishment for an American group during the British invasion. (source) Lyrics Ooh Oh, rag doll, ooh Hand me down When she was just a kid Her clothes were hand-me-downs Hand-me-down They always laughed at her when she came into town Called her rag doll Little rag doll Such a pretty face should be dressed in lace Ooh, ooh ooh ooh ooh Ooh ooh ooh ooh ooh ooh (Shag rag doll) I'd change her sad rags into glad rags If I could (if I could) My folks won't let me 'Cause they say that she's no good She's a rag doll, such a rag doll Though I love her so I can't let her know Ooh ooh ooh ooh oh Ooh ooh ooh ooh ooh ooh oh Aah aah aah aah aah, rag doll I love you just they way you are Ooh ooh ooh ooh oh, rag doll, ooh Ooh ooh ooh ooh oh, rag doll, ooh Written by Bob Crewe, Bob Gaudio • Copyright © Sony/ATV Music Publishing LLC Frankie Valli And The Four Seasons Medley, Rare Footage