Enjoying the opulent privacy of his large, Mediterranean-style bedroom, Frank Stephen Castellucio, thirty-three, had been absorbed in an afternoon movie when the TV's speaker began cutting out at irregular intervals. After feeling relaxed for the first time in several days, he was now on the verge of losing his Italian temper. "It's always something," muttered Castellucio--better known to the general public as Frankie Valli, skinny lead singer of the Four Seasons--as he fiddled with the set's audio control.

Downstairs, in the kitchen of his comfortably plush home on Friedland Road in Nutley, New Jersey, his attractive wife, the former Mary Mandell, was chatting on the phone, while outdoors, young daughters Antonia and Francine, and Celia (Mary's child from a previous marriage), played noisily in the dead-end street. Frankie Valli and the Four Seasons were scheduled to open the next evening at a club in Detroit called the Rooster Tail and from there proceed to a series of Midwestern dates. The group's members, all New Jersey natives, had decided to catch a midmorning flight, after isolating a precious few free days to spend with their families.

RAP! Castellucio struck the top of the bulky, swivel-mounted TV with an open palm. "So what's with the sound?" He adjusted the volume knob again, but still there were those curt, staggered silences. Impulsively, he vented his frustration by calling out to his wife, and that's when he heard his own voice dissolve.

Frankie froze; then he turned with a start toward the mirrored wall of closet doors on his left, regarding himself in the expansive reflection. The icy white light from the TV screen played upon his slight frame, accenting the folds in his custom-tailored slacks and sport shirt, and deepening each seam in his dour, diamond-shaped face.

The next few seconds passed in a dizzying dreamwalk. The chattering TV, his own halting speech, the children's laughter from the street, cars lumbering below the draped windows--all the sounds percolating around him were being snipped off or erased for whole moments, drifting in and out as if sputtering from an ill-tuned radio.

Frightened, bewildered, Castellucio pressed two clammy fingers into his hot, ringing ears, trying to prod them to attention. They would not pop.

"At first, I thought I had wax in my ears, something like that," he confides softly. "Then I figured, well, I was ill or had a cold or maybe was just run down. It was a weird feeling, because I could hear inside my head in a muffled kinda way; you know, my voice, my teeth tapping together, but not outside. It was like when you step out of the shower and your ears are still filled with water. I was off balance; I couldn't explain what was happening to me.

"The next night--this was in 1967--the Seasons and I flew up to Detroit and did the show, and it was absolutely terrifying. Half the time, really, I couldn't even hear the music being played. I could hear myself singing, but everything else was in the distance or just not there. But we were well rehearsed and so nobody in the crowd caught on to what was occurring.

"Following day, I saw a doctor. He examined me and gave me a diagnosis. Sitting in the hospital, I couldn't hear what he was saying. On a slip of paper he wrote something like, 'You're going deaf. You'll never hear again.' And then he walked away."

Frankie Valli, forty-two (he has long since legally changed his name), Mary Ann Valli, twenty-six (his beautiful second wife of two years), and myself are seated across from one another in a fancy diner in Fort Lee, New Jersey, eating a noon breakfast when a waitress carrying a tray of empty water glasses sets it down heavily at a nearby busboy's stand. My host flinches subtly at the moderate clinking. Mary Ann, noting my puzzled glance, explains.

"All these little sounds--before Frankie had his ear operation last December, he had practically stopped hearing them. I guess you could say he forgot about all the incidental sounds you hear in an average day.

"But after the operation, they all came streaming back, at least in his left ear, and it drove him crazy. For a long while we couldn't go out or even come to a place like this. It was painful. Just the sound of traffic, or conversation around him, or putting a glass ashtray down on a marble tabletop."

"I didn't realize how much of my hearing I'd lost until I regained it," Frankie finishes, somberly swallowing a cheekful of toast. "I hadn't noticed how great the deterioration had been until all the hearing in my left ear had been restored."

"He's going into the hospital again soon to have the right ear operated on," adds Mary Ann. "Well…let's talk about that at the house," counsels Frankie as he contemplates the platter of ham and eggs just placed before him.

Besides Frankie Valli, how many of the Four Seasons can you name?

It's a toughie, isn't it? Even during their Golden Era (1962-66), the backup trio was never more than three anonymous Italians with Chiclets smiles; two of 'em sorta stumpy with receding hairlines and the third a gangly, smooth-faced young fellow who should have been balancing a basketball on his hip. The group's early album covers looked like the staff portrait from a supermarket Grand Opening.

Fortunately, the times when one was on the most intimate terms with the Four Seasons were also those times when one did not have to look at them: toolin' around town with the guys on a sticky June night, or copying a girlfriend's homework in the back booth of an early-morning beanery, or grinding with a hoody teased-hair-and-chewin'-gum doll at one of the downtown dances. Oozing out of radios and PA systems, the Seasons' marinara harmonies and Frankie Valli's three-and-a-half-octave ultimatums slapped a slick veneer on all the seamy, steamy things you had to do to make teen dreams come true. And the fact that parents didn't mind the music made it even more intense.

"When you talk about some of the great American vocal groups, you've gotta talk about the Beach Boys--and the Four Seasons," according to Bruce "Cousin Bruce" Morrow, the legendary New York disk jockey whose Top 40 palpitations on station WABC helped define sixties AM rock for an entire metropolitan generation.

"Back in the sixties, Frankie and the guys sang my trademark, 'Go Go with Cousin Brucie' theme song," he blathers, "and the reason they were so right for it was because their sound epitomized how it felt then to be a teenager growin' up in the city. The Beach Boys were for the West Coast suburban kids with T-Birds and money to spend foolin' around in the sunshine. But the Four Seasons were urban, they were East Coast--they were New York rock! And I guess New Jersey, too. Because of that, they were not universally identifiable, but to their fans, man, they had an allergic sound.

"When I hear the Beach Boys I think of getting tanned and surfin' and summer love and all that crap, but when I hear the Four Seasons belting 'Rag Doll' or 'Dawn, go away I'm no good for you,' man, I picture smokestacks, dirty streets, tenements in the Bronx, and poor, tough kids that are survivors."

After surviving fifteen years as the featured vocalist for the Four Seasons and selling some 85 million records in the process, Frankie Valli is a pop-rock baron with two star-quality homes: one a lavish retreat in Beverly Hills (while awaiting completion of a mansion in Malibu) and the other a spacious apartment in a Fort Lee, New Jersey, highrise that overlooks to the east the spectacular skyline of New York City and to the southwest the jagged brown jaws of his bleak birthplace, Newark.

It is on the husky marble coffee table in the center of the Fort Lee living room that Mary Ann sets three smoking cups of tea and a saucer of chocolate-covered donuts. Dressed in snug, tan velvet pants and loose-fitting blouse, Mrs. Valli takes a place on one of the heavily cushioned setees while her husband, in French jeans, Cuban heels, and a braced black sweater, stands gazing wistfully out the windows to the southwest. He fingers the gold record medallion his wife gave him to commemorate his solo hit, "My Eyes Adored You."

Valli says Mary Ann picked the song as a hit the first time she heard it. She must have shrewder taste than Motown Records, which sat on the track for a year and a half during the abortive period (1971-73) that the Four Seasons were signed to the primarily black label. Her husband bought back the master in 1974 for $4,000 and released it on the small Private Stock label, where it fought its way to No. 1, nationwide, a year later.

Frankie Valli says he is not bitter about the disastrous "personal" deal he made with Motown kingpin Berry Gordy, despite the fact that Gordy pledged intimate involvement in revamping the then-foundering fortunes of the Four Seasons, only to subsequently ignore them in favor of producing Diana Ross in Lady Sings the Blues.

"Motown never believed in 'My Eyes Adored You,' " Valli advises, just for the record. "They might have, yes, if the Jackson Five had done it. You may remember, incidentally, that the Four Seasons used to play the Apollo Theater in Harlem, and in our early days at Vee-Jay Records most people thought we were a black act. Even today, the white record market and the black record market are two totally different entities. Yet, we're probably one of the only white groups that, if it's the right record, get R&B airplay."

"My Eyes Adored You," however, was not the right record. Any song saddled with a couplet as candy-assed as "My eyes adored you/Though I never laid a hand on you" was obviously not going to catch on with the "Do It Til You're Satisfied" crowd.

Valli insists that he was not bitter when he and original Four Season Bob Gaudio were thwarted in their midsixties ambition to form their own label on Atlantic Records because the other charter members, Tommy DeVito and Nick Macicci (later changed to Massi), demanded a lot of cash up front.

"Atlantic was still an independent then," Valli instructs. "We were huge at the time, and getting in on the ground floor, it would probably have been the wisest move that we ever could have made in our entire careers." But, he says, it's all forgotten; sorry he brought it up.

Since then, the Four Seasons have undergone so many personnel changes and contractual convolutions that the name itself would be nothing more than a franchised trademark were it not for the fact that Valli still leads the group on the road. Also, the bulk of the Four Seasons' material continues to be written and produced by the wondrously prolific Bob Gaudio, the former member of the Royal Teens ("Short Shorts") who allegedly dashed off 1962's million-selling "Sherry" in fifteen minutes. He and journeyman producer Bob Crewe cowrote most (but not all) of the other hit Seasons' singles we know so well: "Big Girls Don't Cry," "Walk Like a Man," "Stay," "Candy Girl," "Dawn," "Ronnie," "Let's Hang On," "C'mon Marianne," "Bye Bye Baby (Baby Goodbye)," "Rag Doll," "Save It For Me," "Opus 17 (Don't You Worry 'Bout Me)," "Big Man in Town," and they created their adenoidal novelty cover of Dylan's "Don't Think Twice," under the pseudonym Wonder Who?

Nick Massi disappeared from the group in 1965, to be replaced temporarily by sometime-Four Seasons arranger Charlie Calello, followed by Joe Long. Chunky Tommy DeVito, the one who looked like a teamster, left in 1970 after being bought out--as was Massi--by Frankie Valli and Bob Gaudio for all rights to publishing, masters, futures, pasts--the whole ball of wax. Of course, when DeVito checked out, he left Bob and Frankie holding the bag at the lowest ebb in the Four Seasons' history.

"We had a problem where some inside people overextended themselves and took more money than they should have taken," Valli says diplomatically. "By the time we made the Motown deal we were in big trouble financially. Everybody in the Four Seasons had a different job to take care of. One guy took care of business, another took care of music, another the staging of the shows, and so on. Tom handled a lot of the business end, and when he left, Gaudio and I took over a debt which came to approximately $1.4 million--and paid it off. It was not easy. The possibility of either Tom or Nick rejoining the group is totally remote and, as far as I'm concerned, impossible. But then they never got along, anyway.

"Nick, I don't know where he is now, but he's become sort of laid back and sits around and writes poetry and that kind of thing. I think he made a big mistake. The last I heard of Tom he was a dealer in Vegas and then had a pizza place."

And what of the new Four Seasons? Didn't they just have a song out about some guy getting laid for the first time? Sure, it was called "December, 1963 (Oh, What a Night)." Catchy, semi-erotic car radio fare. After an eight-year absence from the Top 10, something called the Four Seasons bounced back with two killer singles: the aforementioned stroke serenade and a disco dazzler entitled "Who Loves You." Both were written by a young woman named Judy Parker and a now bushy-bearded Bob Gaudio, who says he stopped touring with the group in 1971, "because I'm a lazy bum and I don't know anybody worse onstage."

Consequently, Frankie Valli embarked upon a lonely, years-long, trial-and-error talent hunt that saw the brief appearance of such plebian personalities as Paul Wilson, Bill DeLoach, Demetri Callas, and Clay Jordan, before settling on the present unit: bassist Don Ciccone, author of the classic "Mr. Dieingly Sad" while a member of the Critters ("I also sang the Cover Girl commercials and 'The Man From Nationwide' insurance song"); guitarist John Paiva, who once played on a minor hit called "Lovely Lies" while with Cal Ray and the Classaires; keyboardist/arranger Lee Shapiro, late of the Manhattan School of Music, and drummer Gerry Polci, who studied with Joe Morello of the Dave Brubeck Quartet. Of the four, only one (Don) says he was a Four Seasons fan. The others confide that they were "into different things."

The rest of the details add up to one of the most unique contractual configurations in the annals of the record industry. Gaudio explains: "Since the inception of the Four Seasons, Frankie and I have had a mutual agreement that whatever he made, I made and vice versa. Whatever we do creatively in this business we go 50-50 partners on, whether he's out on the road earning $20,000 a night solo or with the group; or whether I write 'Can't Take My Eyes Off You' and that sells x amount of records. But there's no binding paperwork between us. For fifteen years, it's all been on a handshake."

Peter Bennett, esq., the Four Seasons' attorney since 1969, fills in the blanks: "Bob Gaudio and Frankie own the name, 'The Four Seasons,' and the present members of the group are under exclusive contract to them for all personal appearances, TV, recording, everything. They are employees of The Four Seasons and do not perform without Frankie Valli. If the personnel of The Four Seasons needs to be changed for any reason, it can be done at any time by terminating the contracts of the employees.

"Also, Gaudio and Valli own the masters of all the Four Seasons' records from their biggest period with Vee-Jay and Mercury/Philips. They are leased periodically to companies like Private Stock or the Longines Symphonette Society. This is handled very carefully. Not long ago, all the old Four Seasons product was withdrawn from the market for a period of two years as a merchandising move; we calculated that the absence of the old records would create a new demand, and we were quite correct. Perhaps we'll do that again in the future.

"When Frankie Valli signed a contract with Private Stock, and the Four Seasons signed with Warner Brothers/Mike Curb, we decided to give up the rights to future masters so that we could have two separate recording entities. Valli and Gaudio do not retain ownership of these new records but both companies can release only the product we designate and only when we designate it. This gives us complete control over which record follows which, and that prevents Frankie Valli's records from conflicting with Four Seasons records, especially those on which Frankie appears. One label couldn't handle it as well.

"Frankly, I don't know of any other group with an analogous contractual situation."

In other words, Valli and Gaudio at last have the independent record deal they've always wanted. The Four Seasons you used to know and love no longer exists. Even Warner Brothers realizes you wouldn't recognize the group anymore, so it didn't bother putting a photo of the present "employees" on the jacket of their latest LP. But the smart money in the industry says you'll strike up a long-term romance with these ringers, just as you embraced a reconstituted King Kong and a diet Dr. Pepper. They're probably right, since "December 1963" was the best-selling single in the group's, er, name's, er, Four Seasons' existence.

And what of Frankie Valli, the Flying Falsetto, the Survivor's Star, the man who holds no grudges, harbors no bitterness, and forgives all his trespasses? Well, you'd scarcely recognize him either.

"There's no real cure for my ear condition," Valli asserts solemnly as he takes a place close to his wife on the couch opposite mine. "It's a slow deterioration process, and these operations I'm having are very, very risky."

The sky beyond the high windows surrounding the three of us is overcast as we speak. Even in the muted gray light, it's plain that the ten years Valli has spent grappling with his malady have weighed upon his gaunt shoulders, hastening the aging process for the once child-faced man to where he is now best described as ruggedly handsome. Some might regard it as an improvement. The wavy, wet-look hairstyle of a decade ago has given way to a weathered, wind-blown cut, graying--although some attempt may have been made to conceal it--at the temples and sideburns. The familiar pale, fluid features are now heavily tanned and craggy, an aquiline nose flanked by ruddy cheeks and flared pores; the kind but suspicious hazel-brown eyes are framed by crow's feet and subtle yet puffy bags, and at the sides of his mouth hover two fanciful crescent creases that one could call either character or worry lines.

Allowing for the dichotomy between common dissipation and long-term distress, Frankie Valli closely resembles a youthful Dean Martin--if you can remember back that far.

"What I've got is called otosclerosis," he tells me in a stiff sonorous tone that diffuses his North Jersey nasality. "To explain it simply, these calcium-type deposits build up over a period of time inside my middle ear, and the inner mechanism, that little hammer inside, can't function properly. It gets stuck, frozen, and I can only hear the very loudest of sounds. Like you, tapping your hand there; I can't hear that out of my right ear. No way.

"When I first found out, back in '67, that my hearing was going, I was destroyed. I wanted to throw myself out a window. If I couldn't hear anymore--could you imagine--if I couldn't sing, what's the point in continuing? After all the work, hardship, all the sacrifices and waiting--not being able to sing? I mean, this is my life! And, I'll tell you, I decided at the time that I did not want to live any longer. Period."

Mary Ann Valli winces. "Can you imagine that doctor who first examined him, just handing him that note and walking away?" she asks.

"Luckily, I got a hold of myself," says Frankie, "and went to see some other doctors, the best I could find, specialists. Basically, it was my left ear in particular that was bothering me, though both were affected. I can hear fine out of my left ear now, but before undergoing the operation last year--I could have lost what I had--I went through a period of depression which was rather difficult for my wife, Mary Ann, to live with. She was super-understanding about the whole thing, which made it easier.

"The left ear is okay now, but the right ear is fading and now I have to have that taken care of."

It's odd that I've never heard much about his hearing troubles before, I tell Valli. How was he able to continue making records and touring?

"Well," he confesses, unsmiling, "it hasn't been easy. In the studio, for instance, the level I had to have my headphones turned up to was extremely high. Nobody could believe that a human could listen at this level. It was so loud it was shattering. And when we did a playback, everyone had to leave the studio because they couldn't bear it.

"The other thing that was happening on a personal front was that people must have thought that I was coming on strong and not really paying attention to any of their conversations. It got to the point before I had the ear done where I was watching lips, but I couldn't make it. And telephone calls were impossible."

Valli rises and strides across the room to a telephone sitting on a lamp table. He takes the receiver from its cradle and holds it up with the underside facing me, pointing to a little black disk set into the arch of the arm. "Do you know what this is?" he wonders ruefully. "This is equipment for the deaf. When I answer the phone, say, with my right ear, I have to turn the volume up all the way with this adjustment."

He flicks the control disk until the telephone's dial tone is almost as clearly audible from across the room as a TV test pattern drone. Valli lifts the blaring phone to his right ear and speaks pensively, almost to himself: "I…I don't hear this so well…. Right now, I can't with this ear."

He replaces the receiver gingerly and then glances back at me, apparently reading the astonished expression on my face.

"So you see what's at stake for me here, don't you? Obviously, I can't go on like this. The operation on my right ear--I believe it will work out, but I could lose it. The other thing you have to understand is that this otosclerosis can't be cured--yet. Two or ten or twenty years from now, my left ear may be in trouble again, and each time they perform this operation it becomes more delicate, more dangerous.

"Really, when I first discovered this about myself, I've gotta admit I was not the most pleasant person to be around. But then my life, my career, has never been easy. Never. Not since the very beginning."

"We never knew my son sang," says Donna Maria Castelluccio, sixty-three, with a nod to her husband as she smooths out the lap of her blue apron. "He was a teenager with a record contract, and I never heard him sing, even once."

Mrs. Castelluccio, a shy, pillowy woman with a chiming laugh and a casual sense of irony, has recently returned home from the hospital after being rushed there on a heart attack scare. As she and her spindly husband reminisce in the cozy living room of their North Newark apartment, she speaks with a self-imposed impatience, as if afraid she may not get another opportunity.

"A woman who used to live across the way--what was her name?--well, she used to go, 'Mrs. Castelluccio, Frankie's gon' be singin' in the Silhouette Bar on Mount Prospect Avenue tonight. Why don' you come for once and hear your son sing!' " She pauses, pressing her hand to her breast to catch her breath. "Well, you see we always had so much sickness, my husband and I, we didn't find the time. One night Frankie come home--this was jus' after I had the last of my three sons, Bobby. An' he says, 'Mother, you have to come to New York tomorrow!'

"I says, 'New York? Tomorrow? Why, your baby brother Bobby's in the hospital!' 'Cause, see, I had recently had a hysterectomy, and a week later little Bobby caught pneumonia.

"But Frankie insisted. He said, 'Ma, you and Daddy have to come to New York to sign contracts for me.' I says, 'Contracts for what?' So we went to New York (in 1953), and Mr. Paul Kapp, who was the brother of Dave Kapp of the Kapp Records, he takes us into his office and puts a record on and it was my Frankie! Singin' so beautiful, with just a bass and guitar! And I almost cried. He never told me anything. It was, you know, a shock.

"Mr. Kapp says to me, 'You never heard Frankie before?' and I says, 'Never. This is the first.' An' it was so beautiful. Do you know what he was singin' on that record? He was singin' the Georgie Jessel song, 'My Mother's Eyes.' "

The Castelluccios have lived for thirty-seven years in the apartment in which we're seated, located in Stephen Crane Village, the first lower-income government housing project in the city. The two-story apartment, one in a catty-cornered complex of connected brick buildings, is so small it seems incredible that three boys could have been raised within its walls. Now the rooms are filled with friendly ghosts and fancied echoes of youthful voices. The frail couple prefers these familiar surroundings and kindred spirits to the alien rootlessness of the Los Angeles home into which their famous son would prefer they moved.

"My son wanted us outta here a long time ago," says Mrs. Castelluccio with a girlish smirk. "He told a newspaper he was gonna put a bomb under our floor, and they printed it! But I'm here all these years and my roots are here. My other son, Alex, who's a butcher in an A&P in Bloomfield, he's got four children and they're grandchildren! Frankie comes out here a lot; he can afford it. But would I see the rest of my family if I went to California? No."

"Frankie used to sing in the bathroom sometimes," recalls Valli's chain-smoking father. "He used to say to me, 'I'm gonna be a singer!' But I'd say, 'You ain't gonna be nothing. You're gonna go to school and get an education.' He used to sing in grammar school at Christmas and Easter plays--and then on streetcorners. But he started getting somewhere when he met this hillbilly singer named Texas Jean Valley--that's where he took his stage name from. She heard him singing in some bar and took him to her studio on Broad Street and had this 'Mother's Eyes' record made (under the name Frankie Valley and the Travellers).

I went to see Frankie a few times, like down in a bar in Harrison, New Jersey, but we were always busy working, or sick or something else. He quit high school to be a singer. He did it on his own.

"That's the way it is when you're poor," says Castelluccio. "Everything was hard for us. Nothing came easy when Frankie was growing up. We used to pass his clothes on to the other boys.

"I'm just an ordinary working man. I worked in factories, and I used to work for the Lionel Corporation--you know, the model trains? I made train layouts for department store display windows, the mountains and villages. Did it for twenty years. But I'm retired because I'm sixty-five and I've had enough. We had nothing."

"When Frankie was born, my husband was very depressed," says Mrs. Castelluccio quietly. "There was no money."

"He was an obedient boy," Mr. Castelluccio continues slowly. "Even today, I could holler at him, scream at him, and he wouldn't say nothing. He's got a family of his own, and he still don't talk back. But one time I bought him a bicycle, and I told him just to ride it around here and keep outta the street. As soon as he gets home with the bike, he rides it in the street. I saw him, and I got out there with a knife and cut the tires right off the new bike. He didn't give me trouble on that, either."

"Yeah," Mrs. Castelluccio interjects timidly, "but you gave Frankie a terrible beating, Papa."

Frankie's father pauses, then averts his eyes, speaking with a quavery resoluteness. "He was a good kid. Newark was a tough place to be. Frankie was never a bad boy; I made sure. But I worried some with the singing, instead of him working regular."

Frankie Castelluccio was not a bad boy. He ran with some bad boys, true, skipping school almost daily by the time he reached Central High School to hang out all day at the Branford Lanes, or Puggy Ross's pool hall in Belleville, or just to loll around some corner off Franklin Avenue, tackling some buddies' impromptu

a cappella arrangement of the Spaniels' "Baby It's You."

Frankie was too small to be a really bad boy, which is why he hung out with some of the big bad boys who liked to throw hands at the weekend dances down at the Whiteway Ballroom and shoot craps against the curbstones.

Still, he was hardly a reprobate; his father made certain he always had a legitimate job, whether it was stocking shelves and labeling bottles of linseed oil in the Pepper Brothers paint store on Broadway, or caddying, delivering milk, or spotting pins in the bowling alleys on Bloomfield Avenue. Yet the allure of the streets was irresistible.

"You have to realize that most European parents were geared to push the children to get at least a minimum amount of education," counsels Frankie Valli. "Then they had to go to work. It was just something I could never see myself doing. I was singing under streetlights and getting my education in pool rooms, cutting school to hustle nine ball for a dollar a man, or pill (rotation) pool for a dollar a ball. And I was winning $60, $70, $100 some nights. I was about fourteen and pool, you know, it's like golf--it's something you have to do all the time to get good. So I did it all the time.

"I came out of that whole doo-wop, streetcorner environment," he admits, "and I'm not ashamed to tell anybody. I didn't know a kid in my life who didn't steal an apple from a peddler. When I was older there were always fights at football and basketball games; a riot every time, started by whoever lost, with pipes and feet flying. There were fights at dances constantly, from somebody making a pass at somebody else's girl or a girl from outta the neighborhood. I saw a lot of my friends fall by the wayside and get wasted; found in a car with their heads blown off or in the city dump in the trunk of a car. I'm not bullshitting you. It was West Side Story time. I actually had a problem with a gang because I was going with a girl from their neighborhood. I mean, me fighting six guys?! I took a good beating.

"There was an incident in my first year in high school where I had some difficulty with a much bigger kid. Being the oldest of three brothers, I had to fight my own battles. This kid, he was shaking me down in school--up against the wall, pockets out--and he was like four of me. I was never any bigger than I am now

(5' 7"), and at that time I couldn't have weighed more than 110; I could never make 114 to be eligible for the football team. There was no chance in the world of fighting the guy, but I said to myself, 'This is going to be a four-year problem unless I straighten it out right away.'

"I went home one day, got a bat, came to school and got up behind the guy and smashed him with all my might in the head with it. Thinking about it now, I could have killed him, but it was something I couldn't live with; he was really leaning on me.

"Next day, there's this guy back in school with his head totally bandaged! He must have had sixteen or eighteen stitches--and he's doing exactly what he was doing to me to some other kids who were a little weaker. The same shakedown bullshit! I looked him straight in the face and walked into school. He never bothered me again. Tried to become one of my best friends, but I wouldn't have anything to do with it. It was better to take a beating than be scared. That was survival."

And it was nowhere. Frankie knew he was merely auditioning for a spot in one of those car trunks in the city dump, but he didn't know how to break free--until Texas Jean Valley pointed the way. She got him a job singing and faking the upright bass with her brother Jody's country and western combo. From there he jumped to a local lounge act called the Variety Trio, which became the Variatones, the Four Lovers, and finally--the Four Seasons. Working under the guidance of veteran producer Bob Crewe (co-author of the Rays' 1957 hit "Silhouettes"), the Seasons issued their initial release, a cover of "Bermuda," on Gone Records. The second was a silly thing called "Sherry."

"Frankie was on the verge of giving up at that stage," his father remembers. "He was twenty-eight by then, a man with a family and no future. He had a maintenance job for the city of Newark, and he went to a hairdresser's school (The American College of Cosmetology). He was gonna cut hair, like my father wanted me to do!"

Mrs. Castelluccio nods in agreement. "He struggled, and I knew my Frankie would get a hit record someday. He never had a lesson, but he could sing you church music, cowboy, rock and roll. I was surprised though, when it happened. We were over his house one day, and the boys from the group was there and they were rehearsin' their new song. I says, 'Sherry, won't you come out tonight? What kind of a song is that?' "

There has long been an often heated controversy both inside and outside the Four Seasons organization concerning who deserves the majority of credit for the "genius," as Frankie Valli puts it, behind the group's sound. Apart from the glaring presence of Valli's technically amazing voice, some say their considerable commercial success should be attributed in the main to the compositional flair of Bob Gaudio. Others feel the kudos should go to Bob Crewe, who was cranking out hits with Frank Slay and other collaborators before, during, and after the Seasons' halcyon days. The matter isn't close to being settled, having recently contributed to a rift between Crewe and Valli. (The other reason, according to Valli, is that Crewe stuck him with "$30,000 to $40,000 worth of unfinished tracks" for a forthcoming solo album, and ran off to produce Disco-Tex and his Sex-o-lettes.)

"I don't mean to discredit anybody," says Valli, "but Bob Gaudio in my opinion had produced everything in those early Four Seasons records. He also sat and worked out every arrangement on everything the Four Seasons or Frankie Valli ever did--including 'Can't Take My Eyes Off You'--and never was credited."

Why is that?

"Because he was not the assigned producer, and he was an intricate part of the Four Seasons. Bob Crewe was the official producer, and he wasn't about to split his production credits with anybody. Bob Gaudio has had ten or twelve years of classical music under his belt; besides the fact that he also writes lyrics. Bob Gaudio is, was, and always will be a melody chord writer, a true music writer.

"Bob Crewe is a music writer in this sense: Without anybody to play chords and melodies, how are you gonna write music?! Bob Crewe has not had any writing success unless it's been with somebody else--which tells you something immediately."

Bob Crewe, taking an opposite view, has something to tell Frankie Valli.

"I don't know what kind of credit (Gaudio) wanted," he says evenly. "I think Bob got his credit as a writer. If you're gonna start that, you have to start giving more credit to the assigned arranger, who was usually Charlie Calello. There are no bad memories in my head. If somebody feels something was done improperly, I don't. If you want to go around throwing bitter pills, saying 'Hey, I put that music together, I should have been called the producer,' well, that problem is your own to digest. That was one of the reasons why we split."

Getting down to specifics, Bob Gaudio maintains that he wrote "Sherry" literally in fifteen minutes before leaving for one of the Seasons' rehearsals: "I sat down at the piano, and the melody came instantly. I had no tape recorder, so in order to remember the melody--I didn't write music then--I had to put a quick lyric on it. That's what I did, and those became the lyrics! Also, Frankie used to do a popular jazz improvisation in clubs of 'I'm in the Mood for Love' called 'Moody's Mood for Love,' using his falsetto extensively, and I wrote 'Sherry' specifically with that number in mind. We rehearsed the song and sang it over the phone to Bob Crewe, and he thought it was a smash."

Crewe's memories are slightly different. "I saw Frankie in a place in Point Pleasant, New Jersey, one night, and he did an imitation of Rose Murphy with castanets and a scarf around his head, singing a jazzy 'I'm in the Mood for Love.'

I said to Bob Gaudio, 'If you could incorporate that high falsetto into your material, we'd have something!' Two or three weeks later Bob came up with 'Sherry.' At first it was called 'Jackie,' in reference to Jackie Kennedy. It seemed like a positive way to go, but then we changed it.

"After 'Sherry' hit, we didn't know what the hell to follow it up with," Crewe continues. "I was up late one night in my apartment, worrying and watching a dreadful movie, I think it was with John Payne and some blonde bombshell. I had been drinking out of desperation, and I was drifting in and out of sleep. I woke up at one point, and Payne was smacking the blonde across the face and knocked her on her bottom. He said something like, 'Well, whadda ya think of that, baby?' She gets up, straightens her dress, pushes her hair back, stares at him, and says, 'Big girls don't cry!' and storms out the door. I ran and jotted down the line. The next day Bob and I knocked out the song in no time, and, of course, it was a hit."

Egos aside, one of the most fascinating stories behind the origin of a Four Seasons' standard is the poignant impetus for "Rag Doll":

"Back around 1964," Bob Gaudio begins, "there was one particular place on Tenth Avenue, I think, in New York City where there's a long traffic light; it must have been forty-five seconds long. I'd go by there a lot, and there were little kids around it that would come up and offer to clean your car windows while you were waiting. You'd pay them a quarter of fifty cents. One particular time this little girl came over to me, and I had no change at all; the smallest thing I had was a five-dollar bill, so I gave it to her because it would have broken my heart to not give her anything.

"The look on her face--she didn't say anything--stayed with me for weeks. The description of the rag doll in the song was a description of that little girl. I guess you could say the five dollars was an investment."

Crewe and Gaudio are both willing to admit to their mistakes, the former conceding that "you battle over your share of the hits and conveniently forget the flops." Gaudio, for instance, is extremely repentant on the subject of Genuine Imitation Life Gazette, a Four Seasons' "concept" LP released in December 1968 whose clever gatefold newspaper format predated similar album packaging for Jethro Tull's Thick as a Brick and John Lennon's Sometime in New York City.

It was a dry period for the Four Seasons: no Top 20 singles in two years. Gaudio got the idea for the concept after hearing Jake Holmes sing the title song one night at the Bitter End. The two became friends and cowrote the entire record, whose dulcet, pneumatic music closely paralleled, interestingly enough, portions of the Beach Boys' Surf's Up and Sunflower.

Unfortunately, from a thematic standpoint the songs were abominable, with a lot of leaden, finger-wagging lyrics about social ills and gossipy old women. Encountering the Gazette in the nation's record racks that year, most hip Christmas shoppers shrugged and bought the Beatles' White Album instead.

"The Gazette was the mark of the Four Seasons' downfall," says Gaudio.

"I knew it was right for me but wrong for us. I saw the market changing, and we had a terrible internal problem. I was alone in my feeling that we could do other things besides 'I Love You, You Love Me' songs, and I forced the issue. The group relied on me for material, and I said it was this or nothing; either this or you're gonna have to find somebody else.

"The record did badly, and a deep confusion set in. After that we regressed, and even the records we tried to make in our old Four Seasons sound were bad imitations. As an alternative, we tried Motown, but that was the worst, mentally and creatively; the wrong place at the wrong time.

"I remember a week or so when Motown had Frankie in a studio every night with a different producer, desperately trying to get anything going. We put out an album called Chameleon on the label, but you couldn't get arrested with the thing."

Taking time out from the production chores on the Four Seasons' forthcoming Helicon album (for which he and Judy Parker wrote all the songs), the thirty-five year old Gaudio thanks Mike Curb and Warner Brothers for helping to restore his disintegrating self-confidence. He says he hit his stride again while working on the Who Loves You LP; even so, Gaudio discloses that "December, 1963," the Seasons' first No. 1 single since "Rag Doll," came perilously close to being a clunker.

"The song was originally called 'December 5, 1933," he explains. "It was about the repeal of Prohibition. Judy was never completely happy with the first lyrics. She felt they were too cute, probably bordering on some of the things on the Gazette album. Finally we wrote new words, and I reworked the melody. There's no question it was an improvement."

To illustrate his point, he reads aloud one of the old verses:

Mushin' mash beneath their feet

With Frankie's mother's health failing and Frankie himself due to be hospitalized soon, the holiday mood around the Castelluccio household is somewhat subdued. I am rising to go when a petite girl of about eighteen descends from upstairs. Antonia Valli, Frankie's eldest daughter, has been living with her grandparents since a recent falling out with her mother, who presently resides in nearby Bloomfield with Antonia's younger sister Francine and stepsister, Celia.

Antonia is waiting for her boyfriend to pick her up, and so we chat. She possesses an inordinate amount of poise for a girl her age, and admits she grew up "too fast."

"My father couldn't always be home when I was growing up, but I think it was more upsetting to him than us," she offers timorously. "He hardly has any time to himself, but he never forgot to call me on a birthday or a holiday--never.

I was out in California with my father last year before his last ear operation, and he said, 'I have some time off. We'll spend some time together, do some fun things, and just have a good time!'

"I said, 'Great!' But most of the time it was spent going to meet this writer or eat dinner with that one. The little time he does have to himself, I don't know how he does it 'cause he's always gotta be ten-in-one all the time. But still it's incredible how he remembers everything."

Antonia has nothing to say about her mother; her parents' parting was a painful one for all concerned. She has glowing praise, however, for her father's second spouse.

"Mary Ann is tops with me," she says. "She's all for my father and stuck by him through his troubles. She told me that after the last operation he had to be in quiet seclusion for at least a month. I didn't realize, myself, how bad it was for him until I was over his apartment in Fort Lee one afternoon when the phone rang. My father asked me to answer it, and I said, 'Hello--Aaah!' The receiver was so loud I couldn't talk into it because it hurt my ear!

"I was so afraid my father would be left without hearing, that he could never talk to me or hear my voice again. I wanted to tell him all the things I feel now so that he could hear me say them."

"COME ON," roars Frankie Valli, "LET ME HEAR THE LOVE!!"

And they respond, leaping to their feet, thousands strong, predominately teenaged--and female. He has barely enough time for a graceless retreat from the tip of the stage when they rush with arms outstretched, some pleading, others crying, and a few screaming as if in open anguish of being, to borrow a phrase, "so close and yet so far away."

It is the last show of the Four Seasons' sold-out 1976 tour, and as the SRO throng in the Lansing, Michigan, Civic Center demand--and get--a fourth encore, hundreds of young girls shower the diminutive man in the cream-colored Nudie outfit with flowers, jewelry, shameless shouted promises, and dozens of tightly folded notes containing God-only-knows-what impatient scribbles of the heart.

It's a red-letter evening for the little lady killer, right up there with the night several cities ago when that woman threw her panties onstage, complete with address, phone number, and a pass key.

In an era of Peter Frampton and Boz Scaggs, where did all these pubescent girls find the time to discover Frankie Valli?

The group has run through their recent hits and exhausted their solid-gold repertoire, yet as they erupt for the second time in Valli's new single, "Boomerang," the lunging young ladies on the front lines reply with the ultimate accolade: "OHHHH, FRANKEEE!"

Ten minutes later, the house lights are up and the auditorium almost empty when a comely blonde coed, looking anxiously over her shoulder from a side exit, suddenly returns to the stage to rescue a doubled bit of paper from the path of a push broom.

"What have you got there?" asks a roadie standing nearby. "Did you toss him that note?"

Stuffing the unopened scrap into the pocket of her blue suede jacket, she turns without answering and then back again with a question of her own.

"What's Frankie Valli, thirty-five?" she inquires. "He's about the same as Mick Jagger 'n Neil Diamond, right?"

"He's forty-two," the roadie says flatly.

"But he's good-looking," she retorts archly.

Changing planes in Cleveland's Hopkins Airport the following morning to catch the 9:50 into Newark, Valli and I stroll together to the gate, him doing most of the talking.

"Did you get everything you need?" he challenges. "The Four Seasons have been together over fourteen years."

Rather than contest the viability of that remark, I let him ramble on about an article ("Who's Afraid of Growing Old?") he'd read in the United Airlines magazine during the connecting flight.

"They say if you don't think about growing old when you're young, you'll feel young when you get there," he announces, brandishing his rolled-up copy of the magazine.

"I once read another article where they said that heroin slows down aging," he relates, fascinated. "People in the Orient have been smoking opium for centuries, and they live to be 100 or more. If they could separate the pure essence from the drug's addictive properties, they say it could suspend you at the age you were when you began taking it!

"I don't think about the future anymore," he continues gravely. "That kind of tense thinking kills you. And when I'm on the road I tear up itineraries. Even elderly people will tell you that activity is the key to happiness. My only vacation will be after the ear operation, when I'll rest and do nothing only because I'll have to…"

He has been rubbing the back of his right hand all morning; I ask if he's worried about something.

"No," he says, holding out his hand to show me two nasty gouges above his knuckles.

"Last night at the show this crazy blonde girl in the audience reached up and grabbed my hand, digging her nails right into the skin. Didn't she realize she was hurting me? I mean, shit, what did she want?"

He shrugs in passive disgust. "Anyhow, have you ever considered that in all these years we've never learned how to treat our elders? These people work all their lives in order to make a simple statement, and we show our appreciation by discarding or mistreating them…"

The young sometimes fear the old, I tell him.

"There's nothing to be afraid of," he assures solemnly, and walks down the ramp into the waiting plane.