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The lyrics describe a man who is infatuated with a married woman, knows he can never have her, and is relegated to confessing his love for her audibly, but alone. The song appears to be a musical dramatization of the midnight confession of the Reverend Arthur Dimmesdale's love for Hester Prynne in the classic 1850 Nathaniel Hawthorne novel, "The Scarlet Letter".

The original recording of "Midnight Confessions" was a demo by the Evergreen Blues Band, whose manager – Lou Josie – wrote the song. The demo contained a horn section and caught the attention of Record producer/engineer Steve Barri, who was looking to produce a song for the Grass Roots that was a "West Coast" version of a Motown-style production. The Grass Roots version was produced/engineered by Steve Barri with the horn sections arrangement by Jimmie Haskell. The song was recorded by the group of LA studio-musicians known as the Wrecking Crew, as were all Grass Roots songs; the band only added vocals later but performed their songs in concert. Musicians on the recording included John Audino, Bud Childers, and Anthony Terran on trumpet, Richard Hyde, Harold Diner, and Edward Kusby on trombone, Plas Johnson on sax, Don Randi on piano, Larry Knechtel on organ, Hal Blaine on drums, Emil Richards on percussion, Mike Deasy and Lyle Ritz on guitar.