a "plaintive, slow-shufflin’ blues-soaked ode about a love-sick fella who'll go any lengths to keep his gal at his side." Personnel David Ruffinlead vocals Eddie Kendricks, Melvin Franklin, Paul Williams, and Otis Williamsbacking vocals The Funk Brothersinstrumentation Henry Cosbytenor saxophone solo Earl Van DykeHammond organ Johnny GriffithWurlitzer electronic piano Joe Messinaguitar James Jamersonbass guitar Uriel Jonesdrums Jack Ashfordtambourine Eddie "Bongo" Brownpercussion Production On Friday mornings at Motown's Hitsville USA offices, the creative team held Quality Control meetings, at which potential single releases were voted for or against release. To Whitfield's disappointment, "Ain't Too Proud to Beg" failed twice to make it through Motown's Friday morning Quality Control meetings, with Berry Gordy commenting that the song was good, but "needed more story". For the third recorded version of "Ain't Too Proud", Whitfield had David Ruffin's lead vocal arranged just above his actual vocal range. As a result, the singer was forced to strain through numerous takes in order to get out all of the song's high notes. By the end of the "Ain't Too Proud" recording session, recalls Temptation Otis Williams, Ruffin was "drowning in sweat and his glasses were all over his face". By this point, both the Temptations and Whitfield were confident they had a major hit on their hands. However, both "Ain't Too Proud" and "Get Ready", a Temptations track produced by Smokey Robinson with Eddie Kendricks on lead, turned up at the same Quality Control meeting. Since Robinson was the Temptations' main producer, his song was released and Whitfield's was shelved. Cornelius Grant, the Temptations' road guitarist, band director, and songwriter, recalled that after that decision was made, "it was as if the veins jumped out of Norman's neck." Whitfield was less than pleased at the Quality Control department's decision, and stated plainly that "never again am I gonna lose out on a release like that".. As a compromise, Gordy promised Whitfield that "Ain't Too Proud" would be the next single if "Get Ready" failed to reach the Top 20 on the Billboard Pop Chart. Release "Get Ready" reached number one on the Billboard R&B charts, but only number 29 on the pop charts. As promised, "Ain't Too Proud To Beg" was released as the next single. It also reached number one on the R&B charts, but made it into the top twenty at number thirteen. "Ain't Too Proud" replaced Sam & Dave's "Hold On! I'm a