While traveling on his tour bus with the Four Tops on May 15, 1969, Four Tops member Renaldo “Obie” Benson witnessed an act of police brutality and violence committed on anti-war protesters who had been protesting at Berkeley’s People’s Park in what was later termed as “Bloody Thursday”. A disgusted Benson later told author Ben Edmonds:

I saw this and started wondering ‘what was going on, what is happening here?’ One question led to another. Why are they sending kids far away from their families overseas? Why are they attacking their own kids in the street?

Returning to Detroit, Motown songwriter Al Cleveland wrote and composed a song based on his conversations with Benson of what he had seen in Berkeley. Benson sent the unfinished song to his bandmates but the other Four Tops turned the song down. Benson said:

My partners told me it was a protest song. I said ‘no man it’s a love song, about love and understanding. I’m not protesting. I want to know what’s going on.’

Benson and Cleveland offered the song to Marvin Gaye when they met him at a golf game. Returning to Gaye’s home in Outer Drive, Benson played the song to Gaye on his guitar. Gaye felt the song’s moody flow would be perfect for The Originals. Benson, however, felt Gaye could sing it himself. Gaye responded to that suggestion by asking Benson for songwriting credit of the song. Benson and Cleveland allowed it and Gaye edited the song, adding a new melody, revising the song to his own liking, and changing some of the lyrics, reflective of Gaye’s own disgust. Gaye finished the song by adding its title, “What’s Going On”. Benson said later that Gaye tweaked and enriched the song, “added some things that were more ghetto, more natural, which made it seem like a story and not a song … we measured him for the suit and he tailored the hell out of it.” During this time, Gaye had been deeply affected by letters shared between him and his brother after he had returned from service over the treatment of Vietnam veterans.

Gaye had also been deeply affected by the social ills that were then plaguing the United States at the time, even covering the track, “Abraham, Martin & John”, in 1969.

Gaye cited the 1965 Watts riots as a pivotal moment in his life in which he asked himself, “with the world exploding around me, how am I supposed to keep singing love songs?” One night, Gaye called Berry Gordy about doing a protest record while Gordy vacationed at the Bahamas, to which Gordy chastised him, “Marvin, don’t be ridiculous. That’s taking things too far.”

Reuniting at their parents’ suburban D.C. home, Marvin’s brother Frankie discussed the events of his tenure at Vietnam, detailing experiences that sometimes left the two brothers consoling each other in tears. Then after Frankie explained witnessing violence and murder before he was to depart back to the states, he recalled Marvin sitting propped up in a bed with his hands in his face. Afterwards, Marvin told his brother, “I didn’t know how to fight before, but now I think I do. I just have to do it my way. I’m not a painter. I’m not a poet. But I can do it with music.”

In an interview with Rolling Stone, Marvin Gaye discussed what had shaped his view on more socially conscious themes in music and the conception of his eleventh studio album:

In 1969 or 1970, I began to re-evaluate my whole concept of what I wanted my music to say … I was very much affected by letters my brother was sending me from Vietnam, as well as the social situation here at home. I realized that I had to put my own fantasies behind me if I wanted to write songs that would reach the souls of people. I wanted them to take a look at what was happening in the world.

Worldwide surveys of critics, musicians, and the general public have shown that “What’s Going On” is regarded as one of the landmark recordings in pop music history, and one of the greatest albums of the 20th century. This song was ranked number 4 on Rolling Stone’s 2003 list of the “500 Greatest Songs of All Time”.

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