 The basis of this song was recorded as a challenge by Townsend to Gaye.During his vocal sessions, Gaye had a habit of "punching in" parts of a song in order to achieve the perfect vocal take.Townsend, being from the old school of recording, wasn't used to having a performer record a song bit by bit and teased Gaye about it, telling him, "Marvin you couldn't sing a song all the way through if your life depended on it."