This was written by Motown writers Norman Whitfield and Eddie Holland. Holland, who was part of the Holland/Dozier/Holland writing team, wrote the lyrics. Like many Motown hits, it's a very emotional song, as the singer is pleading for his lover not to leave, but almost in a demanding way, as it's his last chance. He will do whatever it takes to get his girl back, even if he has to beg.
Smokey Robinson was The Temptations' main writer at the time. Motown decided to release his "Get Ready" instead of this song, which drove Whitfield nuts. After "Get Ready" didn't meet expectations, "Ain't Too Proud To Beg" was released as The Temptations next single. From there, Whitfield became the regular producer of the Temptations.
Whitfield went on to write other Motown classics, including "Heard It Through The Grapevine" and "(I Know) I'm Losing You." He became the chief songwriter for The Temptations.
The "ain't too proud to beg" concept showed up two years earlier in the Four Tops hit "Baby I Need Your Loving
":Some say it's a sign of weakness
For a man to beg
Then weak I'd rather be
If it means having you to keep
That one was also co-written by Eddie Holland as part of Holland-Dozier-Holland.
Whitfield also produced this song. He had Temptations singer David Ruffin sing slightly higher than his normal range, resulting in the pained vocal that went with the lyrics. Whitfield had Marvin Gaye do the same thing on "Heard It Through The Grapevine."
This was a hit for The Rolling Stones
when they covered it in 1974, taking it to #17 in America. Other notable covers of this song include Phil Collins, TLC, and the one and only Rick Astley, whom the Internet's never gonna give up
This was very popular among US soldiers who were fighting in Vietnam.