 Gladys Knight & the Pips recorded " Grapevine " on June 17 , 1967 in Motown 's Studio A , with Norman Whitfield as producer . After hearing Aretha Franklin 's version of " Respect " , Whitfield rearranged " Grapevine " to include some of the funk elements of the Muscle Shoals Rhythm Section . According to David Ritz , Whitfield set to record a song that would " out @-@ funk " Aretha . After Whitfield presented the demo tapes , Gladys Knight , Bubba Knight , William Guest , and Edward Patten worked for several weeks on their vocal arrangement . To make the song suitable for Gladys , the first line of the second verse ( " I know a man ain 't supposed to cry / But these tears I can 't hold inside " ) was altered to ( " Take a good look at these tears in my eyes / Baby , these tears I can 't hold inside " ) . After much talk , Gordy reluctantly allowed the Pips ' version to be a single on September 28 , 1967 on Motown 's Soul label . 
