Carla Thomas, the daughter of fabled Memphis entertainer Rufus Thomas, was all of 16 when she wrote "Gee Whiz (Look at His Eyes)," a plaintive love song that reflects the influence of one of her idols, New York-based R&B singer Jeanette "Baby" Washington. Rufus took a demo of the tune to Vee-Jay Records in Chicago, which passed on it. Satellite, a fledgling Memphis firm, was more receptive, though the session nearly fell apart when the string arranger failed to show, forcing company co-owner Jim Stewart to create a chart off the cuff. Carla's recording shot to No. 5 on the R&B best-seller list and to No. 10 pop. This success launched the company, soon to be renamed Stax, into major orbit and marked the beginning of Carla Thomas's reign as the undisputed Queen of Memphis Soul.

Recorded March 25 and May 5, 1961.