"Under the Boardwalk" is a pop song written by Kenny Young and Arthur Resnick and recorded / covered by many artists such as The Drifters, Billy Joel, the Tom Tom Club, The Rolling Stones, Billy Joe Royal, Bruce Willis, and Lynn Anderson. including this one by Bette Midler,
The lyric describes a tryst between a man and his beloved in a seaside town, who plan to privately meet "out of the sun" and out of sight from everyone else under a boardwalk. The opening line of the song references the Drifters' prior hit "Up on the Roof", showing the occasional thermal weakness of the rooftop getaway and setting the stage for an alternate meeting location, under the boardwalk.
The song was set to be recorded on May 21, 1964, but the band's lead singer, Rudy Lewis, died of a suspected heroin overdose the night before. Lewis had sung lead on most of their hits since the 1960 departure of Ben E. King, including "Up on the Roof". Rather than reschedule the studio session the lead on "Under the Boardwalk" was given to the group's other lead vocalist Johnny Moore who had returned to the group in April 1963. The personnel on that recording included Ernie Hayes on piano, Everett Barksdale, Bill Suyker and Bob Bushnell on guitar, Milt Hinton on bass, Gary Chester on drums and George Devens on percussion. The last-minute move was a success, as the single, released on Atlantic Records, went to number four on the Billboard Hot 100 charts and number one for three non consecutive weeks on Cashbox magazine's R&B chart.
There are two versions of the song. The mono 45 USA released version contains the line "We'll be falling in love". However, on the stereo album version, the line "We'll be making love" is sung. These are two entirely different recordings, not edits of one another, as the line "on a blanket with my baby is where I'll be" is sung differently in each version. The version appearing on the Drifters' Golden Hits compilation is a composite of the two, using "making love" in the first two choruses and "falling in love" in the third. Because of the line "making love" several radio stations banned the song, or altered it with the line "we'll be falling in love" instead.