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.
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