It was a very important record for Johnny Rivers and represented a change from the musical style (characterized by a "Go Go" sound), that provided him with his early hits and acclaim. With "Poor Side of Town", Rivers moved into the pop-soul style. However, he found his record company reluctant to tamper with a winning formula. He recalls, "Al Bennett and those guys were goin' Man. don't start comin' out with ballads. You're gonna kill your career. You got a good thing goin' with this funky trio rock sound, stay with that."
Johnny Rivers: "I had this tune I'd been working on, and I kept playing it for Lou. It took me about 6 months to finish. We cut it with Larry Knechtel, Joe Osborn and Hal Blaine (of the Wrecking Crew). I did my vocal performances live with the band. I sat and played my guitar and sang. There weren't any overdubs. So we said it could use some singers and maybe some strings. That's the time we got together with (arranger) Marty Paich."
The melody is a soulful version of California-based pop, with some strong folk elements as well. Marty Paich, who arranged for Mel Torme and Ray Charles, provided the song's string arrangement. There are two versions of the song. The single edit version fades out earlier, in order to avoid repetition, due to its length, following the repeated lyric line: "Oh with you by my side". The longer version goes on, finishing up the verse, and following the repeated guitar riff, repeats the sung introduction of the scatting, before the song fades out .
The background vocals are by The Blossoms: Darlene Love, Fanita James, and Jean King.
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