The demo for "Make Me Your Baby" was cut by journeyman session singer Jean Thomas on 22 January 1965 at the behest of Atlantic Records president Jerry Wexler, who wanted to offer the song to Patti LaBelle and the Bluebelles, then a Cameo-Parkway act Wexler was hoping to woo over to Atlantic. Patti Labelle and the Bluebelles did eventually sign to Atlantic but only after protracted negotiations - their debut label session being on October 7, 1965 - which meant "Make Me Your Baby" was still unrecorded in the summer of 1965 when the success of "Baby I'm Yours" alerted Wexler to the suitability of "Make Me Your Baby" as a vehicle for the singer of "Baby I'm Yours": Barbara Lewis.

"Make Me Your Baby" was recorded by Lewis in a July 1, 1965 session at Atlantic Records Recording Studios (NYC) in which Lewis also recorded the B-side "Love to Be Loved" and a third track: "I'm So Afraid". ¹ Like "Baby I'm Yours", "Make Me Your Baby" was produced by Ollie McLaughlin and Bert Berns - being described as "An Ollie McLaughlin production directed by Bert Berns" - ; the arranger and conductor for the session was Artie Butler with featured personnel on the session being Patti Brown (piano), Vinnie Bell, Al Gorgoni, Trade Martin (guitar), Bob Bushnell (electric bass), Gary Chester (drums), Ted Sommer, Alvin Rogers (chimes, tambourine). "Make Me Your Baby" was released as a single in September 1965 and that November matched the #11 peak of her preceding hit, "Baby I'm Yours".

Prior to the release of the Barbara Lewis version, the song had been recorded by the Pixies Three, whose version had successfully been pitched to Cameo Parkway. However, before the relevant contract had been finalized, the Barbara Lewis single had begun to break, causing Cameo Parkway to opt out. The Pixies Three consequently disbanded.

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