The Temptations were sharing a bill with Smokey Robinson and his group the Miracles at Harlem’s Apollo Theater when Robinson took time out to cut the rhythm track for a new song. After they heard it, the Tempts begged him to let them record the song rather than the Miracles, as he had been planning. Robinson relented and chose the throaty tenor David Ruffin to sing lead, the first time he had done so with the group. The Tempts rehearsed the song that week at the Apollo, then recorded it back home in Detroit on December 21st, 1964.

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