"Ain't Too Proud to Beg" is a 1966 song and hit single by The Temptations for Motown Records' Gordy label, produced by Norman Whitfield and written by Whitfield and Edward Holland Jr. The song peaked at number 13 on the Billboard Pop Chart, and was a number-one hit on the Billboard R&B charts for eight non-consecutive weeks. The song's success, in the wake of the relative underperformance of the previous Temptations' single, "Get Ready", resulted in Norman Whitfield replacing Smokey Robinson, producer of "Get Ready", as The Temptations' main producer. In 2004 it finished number 94 in AFI's 100 Years...100 Songs poll thanks to its inclusion in The Big Chill soundtrack. Background Motown had a policy that the producer who had the biggest hits on a particular artist was assigned as the main producer for that artist, and was given preference when singles were selected for release by Motown's Quality Control department. By 1966, Motown artist, songwriter, and producer Smokey Robinson had by that default earned creative control over The Temptations, after a string of hits such as "The Way You Do the Things You Do", "My Girl", and "Since I Lost My Baby". Norman Whitfield, an up-and-coming songwriter and producer at Motown who'd had some success with Marvin Gaye and The Velvelettes, had worked with the Temptations on singles such as "Girl (Why You Wanna Make Me Blue)" (1964), and coveted Robinson's role as their producer. Finally creating an instrumental track he thought would make it, Whitfield enlisted lyricist Edward Holland Jr. (of Holland–Dozier–Holland fame) to write lyrics to Whitfield's instrumental. Although Holland didn't think Whitfield had a chance of stealing Robinson's act (especially since Robinson was Motown CEO Berry Gordy's best friend), he contributed his services to the song, resulting in "Ain't Too Proud to Beg". Composition The song's lyrics feature its narrator pleading for a second chance with his departing lover, opening with the determined statement "I know you wanna leave me/but I refuse to let you go." The narrator goes on to state that he "ain't too proud to beg" or "plead" his lover to stay. The Temptations were pleased with the composition, feeling that the song's blues-inspired melody and James Brown-esque horn stabs would help to update their sound. David Ruffin was tapped to sing lead on the song, and Whitfield submitted the mix to Motown's Quality Control department. Cash Box described the song as