On the Temptations’ 1966 hit “Ain’t Too Proud To Beg,” a man pleads with his lover not to leave him.

The Temptations tapped David Ruffin to sing lead on the song, with Eddie Kendricks, Melvin Franklin, Paul Williams, and Otis Williams singing backup.

The song, released on Motown Records' Gordy imprint, was produced by Norman Whitfield, who co-wrote the song with Eddie Holland, of Holland-Dozier-Holland fame. When Whitfield produced the song for the Temptations, Smokey Robinson was the group’s main writer—Whitfield wanted his job.

The Motown Quality Control Department decided to release Robinson’s single for the Temptations, “Get Ready,” instead of this song and Whitfield wasn’t happy. The Temptations’ road guitarist Cornelius Grant told Harry Weinger:

It was as if the veins jumped out of Norman’s neck. He said, ‘Never again am I gonna lose out on a release like that.’

Motown Records boss Berry Gordy told Whitfield that he’s release this song as the next single if Robinson’s song didn’t break Top 20 on the Pop Charts—it peaked at #29. When Motown released “Ain’t Too Proud To Beg,” the song rose to #13 on the Pop Charts and #1 on the R&B charts.

After the success of “Ain’t Too Proud To Beg,” Whitfield produced two more #1 R&B hits for the Temptations, “Beauty Is Only Skin Deep” and “(I Know) I’m Losing You.” Off the success of those songs, Whitfield finally got the job he wanted in 1967 as the Temptations’ main producer—they eventually replaced him in 1974.

The Rolling Stones broke the Billboard Top 20 when they covered the song in 1974—Rick Astley and Phil Collins have also covered it.