Songfacts®:

• Robinson wrote this for Kim Carnes after she recorded his song "More Love," which was produced by George Tobin. What Smokey didn't know was that Carnes and Tobin were no longer working together, but instead of explaining that to Smokey, Tobin brought him in and convinced him to record the song himself.
  
  Tobin had his own studio, and floated an unusual idea: he would record and produce the song as a Smokey Robinson solo effort. Robinson, who was one of the top Motown producers, had never been produced before as a solo act, but he went for the idea. They started work on the song that night and were finished the next day. The result was Robinson's biggest hit as a solo artist, reaching #2 on the Hot 100. It was held out of the #1 spot in the US by "Bette Davis Eyes," which was recorded by... Kim Carnes.
• The musicians on this session were some interesting folks. Bill Cuomo, who came up with the signature synth sound on Kim Carnes' "Bette Davis Eyes," was on keyboards; George Tobin associate Mike Piccirillo played guitar, and the rhythm section was Ed Greene on drums and Scott Edwards on bass. Edwards and Greene were two of the top West Coast session musicians of the era, and played on many disco hits. When Songfacts spoke with Scott Edwards, here's what he said about this song and the session:
  
  "George Tobin, he went to Smokey Robinson and he told the Motown Machine that if they let him cover all the expenses for the session, play with the musicians, be totally economically responsible, then he wanted some huge percentage of the profit. And Motown, thinking, 'This cat doesn't know what he's doing,' and 'How can we lose?' they agreed to it. So he went in the studio and cut these tracks on Smokey and one of them was 'Being With You.' In the session, he would give us basic guidelines on what he felt different times. We'd throw things at him and he'd say, 'Yeah, do that.' So he was not a musical person at all, but he had a helper, a co-producer named Mike Piccirillo who was a guitar player. So between the two of them, they would let you know what they wanted.
  
  He came up with the tune and he said, 'Do this, Scott.' So I did it and chordally it worked out. Then later on when I heard it, I said, They knew what they wanted. I didn't, but they did. And it worked out. But they would give you guidelines and then if you had something better, they would leave you alone and let you go with it.
  
  Smokey wrote the song, but as far as the interpretation of it, it was totally George Tobin and Piccirillo. That turned out to be one of Smokey's biggest tunes, and Motown had to fork over part of that big percentage that they just knew was not going to work out."
• According to this song's producer, George Tobin, Motown president Berry Gordy didn't think this would do very well, but when it started to climb the charts he put a lot of promotion behind it. The song was unusual in that it was released on Motown Records, but through an arrangement with someone outside the company. On the single, it said, "Produced and arranged by George Tobin in association with Mike Piccirillo for George Tobin productions.
• Background vocalists included Robinson's wife Claudette and Robert John, who had a #1 hit in 1979 with "Sad Eyes," also produced by George Tobin.