"My Little Red Book" (occasionally subtitled "(All I Do Is Talk About You)") is a song composed by American songwriter Burt Bacharach with lyrics by Hal David. The duo was enlisted by Charles K. Feldman to compose the music to Woody Allen's film What's New Pussycat? following a chance meeting between Feldman and Bacharach's fiancée Angie Dickinson in London. "My Little Red Book" was composed in three weeks together with several other songs intended for the movie. Musically, the song was initially composed in the key of C major, largely based on a reiterating piano riff performed. David's lyrics tells the tale of a distraught lover, who after getting dumped by his girlfriend browses through his "little red book" and taking out several girls to dance in a vain effort to get over her.

The initial version of "My Little Red Book" was recorded by British pop group Manfred Mann because they were signed to United Artists Records in the United States. Recorded during a session at EMI Studios in London in April 1965, the session was attended by Bacharach, whose perfectionism the band found difficult to work with. Manfred Mann needed to perform several retakes of the song. Two renditions of the song were recorded, one for inclusion in What's New Pussycat and one specifically for single release. Issued through Ascot Records in the United States on May 26, 1965, "My Little Red Book" was released in place of Manfred Mann's contemporary UK single "Oh No, Not My Baby". Despite receiving good critical reception, the Manfred Mann version stalled at number 124 on the Billboard Bubbling Under Hot 100 chart.

In 1966, "My Little Red Book" once again entered mainstream popularity after American rock band Love recorded it. Love's leader Arthur Lee and guitarist Johnny Echols saw What's New Pussycat? in the cinema, and being fans of Manfred Mann, they incorporated it into their setlist. The rendition varies from Manfred Mann's in tempo along with a more "tambourine-fueled rhythm". The chord progression was also changed, as Echols had forgotten several chords present in the original release. Recorded in January 1966 at Sunset Sound Recorders in Hollywood, California, together with producer Jac Holzman and Mark Abramson, the song was released as Love's debut single in March, 1966, through Elektra Records. The single reached number 52 on the Billboard Hot 100 and has been considered a "standard" and archetype of garage rock.

By the mid-1960s, Burt Bacharach and Hal David were an established and respected songwriting duo, responsible for several hit singles with easy listening artists such as Dionne Warwick and Gene Pitney. In 1964, British television company Granada Television were interested in producing a television special about Bacharach titled The Bacharach Sound, after which he flew to London with his fiancée Angie Dickinson, an actress with filmmaking knowledge. At The Dorchester hotel, Dickinson met producer Charles K. Feldman, who was involved with Woody Allen in a new movie project, What's New Pussycat? (1965). Being shown a picture of Bacharach by Dickinson, Feldman became interested in working with him after hearing promising words about his songwriting, as Dickinson would state that "he [Bacharach] was a genius in my mind" even though she was unsure of whether he had scored film music before.

David and Bacharach were already composing music for a contemporary movie, Made in Paris (1966) and were afraid they wouldn't have time for both projects at once. The problem was solved when an agent hired by John Heyman said What's New Pussycat? was the better deal. Allegedly, Bacharach was unaware of that meeting until he only had three weeks left to compose music for the film. "My Little Red Book" was among the first songs they composed for the movie, being written before the movie's title track, composed during the Easter of 1965. Dickinson said that the first songs written for the project were "My Little Red Book", "Here I Am" and "some Russian thing". As usual, David wrote the lyrics for the song while Bacharach composed the music. The song lyrically refers to a man missing his previous girlfriend, though in a vain effort to get over her, "goes from A to Z in his red book", implied to be a telephone directory or an "affectionate journal detailing girls he admired." According to Manfred Mann vocalist Paul Jones, the lyrics were some of the most clever he sang:

"The lyric is so good. I got really excited about it because of that word, 'thumbed' in the second line. 'I got out my little red book the minute you said goodbye, I thumbed right through my little red book'. A lesser writer would've written 'I looked right through' or 'I went right through'. But 'thumbed'. I could actually see the slightly discolored corners of the paper where the thumb went. Hal [David] is just so precise and concrete."

— Paul Jones

By that time, Manfred Mann had become internationally successful, scoring a number-one hit in the US with their cover of "Do Wah Diddy Diddy" (1964). Despite having hits with rhythm and blues-oriented compositions, Manfred Mann's original musical style was largely rooted in jazz, which was useful when Bacharach used them as a basis for writing the song. They were chosen because they were signed to United Artists Records in the United States, which meant Bacharach could hire them extremely cheaply. He had no previous experience in working with a pop band and had opposed of rock and roll during the 1950s. To spite Manfred Mann, Bacharach composed "My Little Red Book" with several unorthodox modulations and chord progressions. Composed in the key of C major, it is built on a "repeating piano line" which only changes during the chorus while it also provides the song its backbeat.