Before he became one-third of Motown's premier songwriting and production trio Holland-Dozier-Holland, Eddie Holland had several minor hits as a solo artist. However, due to stage fright he preferred working behind the scenes. Holland recorded this song shortly after he teamed up with his brother and Lamont Dozier
. He recalled to Mojo
magazine February 2009: "My brother Brian and Lamont Dozier handed me the rhythm track, Lamont gave me the title and while I gave it a listen I just thought, I want to get a hit on this myself. So I just said, 'Let me sing.' They were fine with that. What attracted me was the feeling, the emotion of the instrumentation, and the gospel backgrounds.
The lyrics came to me immediately. When you're in your teens and early twenties, the females the same age around you, they're always complaining about their guys. 'He doesn't understand me! He's not sensitive enough! He ignores me!' And the guys just don't think. I was addressing what could happen if the girls decided to leave. The recording worked like if we recording any other artist. I went into the booth, sang the song, Lamont and Brian were producing. Does it really convey what I want to say? I knew it did but listening to it now, it needed to be slower. They cut it way too fast on me. Maybe they were having a joke! (laughs)."