"Where or When" comes from the 1931 Rodgers and Hart musical "Babes in Arms" where it was sung as a duet. The Hal Kemp Orchestra recorded the song the same year and took it to the number one spot. Members of his group at one time included Skinnay Ennis, John Scott Trotter, actress Janet Blair and Joe "Fingers" Carr. The bandleader was killed in a car accident in 1940 and Kay Kyser acted as a pallbearer at his funeral.

Dion (DiMucci) and the Belmonts (Carlo Mastrangelo, Fred Milano and Angelo D'Aleo) version of "Where or When" reached number three in 1960.