Written and produced by The Miracles members Smokey Robinson and Ronald White, the song became the Temptations’ first U.S. number-one single, and is today their signature song. Robinson’s inspiration for writing this song was his wife, Miracles member Claudette Rogers Robinson (they were wed from 1957-1986), but Smokey said that the song is not about a specific girl, but “written with all the women in the world in mind”. It was also a response to Mary Wells song, which he wrote and produced, “My Guy”.

This was written in the Apollo Theater when The Temptations were playing as part of a package tour with The Miracles. According to Robinson, he was working out the song on a piano at the theater when his bandmate Ronald White joined him and they hashed out the song. When The Temptations heard it, they convinced Robinson to let them record it instead of The Miracles. Robinson, who was Berry Gordy’s right-hand man at Motown agreed, and rehearsed the song with The Temptations over the next week. When they returned to Detroit, Robinson and White produced the session on December 21, 1964 when they recorded this song.

In a 2006 NPR interview, Robinson explained that he wrote this with David Ruffin’s voice in mind. It was the first Temptations single to feature Ruffin on lead vocals (Eddie Kendricks and Paul Williams sang lead on previous Temptations singles), and it led to a greater role for Ruffin, as he became their primary lead singer. Ruffin had joined the group as a replacement for former Temptation Elbridge Bryant. While on tour as part of the Motortown Revue, a collective tour for most of the Motown roster, Smokey Robinson caught the Temptations’ part of the show. The group had included a medley of soul standards in the show, one of which, the Drifters’ “Under the Boardwalk”, was a solo spot for Ruffin.

Impressed, Robinson decided to produce a single with Ruffin singing lead. Robinson saw Ruffin as a “sleeping giant” in the group with a unique voice that was “mellow” yet “gruff”. Robinson thought that if he could write just the perfect song for Ruffin’s voice, then he could have a smash hit. The song was to be something that Ruffin could “belt out” yet something that was also “melodic and sweet”.

Robinson went on to write many more hits for The Temptations, who were considered the most talented vocal group at Motown. Members of the Motown house band The Funk Brothers played on the track. The song has a very simple but effective arrangement, which was charted by Paul Riser. It opens with James Jamerson’s bassline, then goes into the ascending guitar figure played by the song’s writer/producer Ronald White. Finger snaps come in, then drums played by Benny Benjamin and strings provided by the Detroit Symphony Orchestra.

The arrangement accentuates the vocals, making the words very easy to understand. This served as a template for future Temptations recordings and helped make them stars, as attention was always focused on stage on the singers.

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