The Motown songwriting team of Eddie Holland, Lamont Dozier
and Brian Holland wrote this song, which was offered to another Motown group, The Marvelettes, who turned it down. Holland-Dozier-Holland had Marvelettes lead singer Gladys Horton in mind, but she sang in a lower key than The Supremes lead singer, Diana Ross. This forced Ross to sing in a lower, breathier style than she was used to.
Lamont Dozier explained in the book Chicken Soup For the Soul: The Story Behind The Song
: "I originally cut this track with the Marvelettes in mind. In fact, I cut it in Gladys Horton's key, the lead singer, which was much lower than Diana Ross'. At that time, at Motown, the policy was that the songwriters had to pay for the tracks we cut if it didn't get recorded by one of their artists. It never entered my mind that the Marvelettes wouldn't like the song. I had the chorus and went to the office to talk with Gladys and played it for her. She said, 'Oh, honey, we don't do stuff like that. And it's the worst thing I ever heard.' She was adamant about it. I was shocked.
I knew I was in deep trouble if I didn't hurry and get someone to do the song because I wasn't about to pay for the track. I went through the Motown artist roster and went all the way to the bottom of the list and there were the Supremes, better known in those days as the 'no hit Supremes.' I told them it was tailor made for them, knowing that they had nothing going on at the time and needed a song. Much to my surprise, they said no. Gladys (Horton of the Marvelettes) told them I was looking for someone to record it. I wasn't giving up. Brian (Holland), Eddie (Holland) and I finally persuaded them to do it, convincing them that it was their saving grace and they couldn't refuse it. We had already had Top 40 hits with Martha & the Vandellas but they hadn't had recordings of any significance yet.
They were so annoyed that they agreed to do it that, in the studio, they had a really bad attitude. Diana (Ross) said it was in the wrong key, that it was too low. (Of course it was - I wrote it in Gladys' key.) Since the track was already cut, she had to sing it in that key and she'd never sung that low before. It turned out that her bad attitude and the low key were exactly what the song needed! I'd worked out intricate background vocals but the girls refused to learn them. Finally I said, 'Just sing 'Baby, baby, baby'.' It worked to their advantage and worked perfectly.
They didn't necessarily agree. Diana and I were throwing obscenities back and forth and she went running to Berry (Gordy, Jr.) and told him I said something off-color about him. He came down to the studio to see what was wrong and while he was there, he asked to hear the song. He thought it was really good, but said that he didn't know if it was a hit, but that he thought it would be Top 10.
The song was released and flew up the charts to #1. From then on, one hit followed another. It was the first of 13 consecutive #1s we did on the Supremes. The next time the Hollands and I saw the girls was at the airport. They were getting off a plane with their Yorkshire terriers, in mink stoles. We started laughing. It was so funny to see them turn into stars overnight."