The title track from Babyface's sophomore album was the first #1 R&B hit of the '90s, but Babyface, who was also a hitmaker for other artists, originally wanted Lionel Richie to record the track. When that deal fell through, he offered it to the Jacksons, who decided too late to say yes - he had already decided to record it himself. The song casts Babyface as an apologetic ex-lover who advises his former girlfriend not to give up on love just because it didn't work out with him.
Babyface wrote this with his musical and producing partner Antonio "L.A." Reid and dance-pop singer-songwriter Pebbles, who would marry Reid by the time Tender Lover was released. "We hummed the melody and it came together," Babyface told Billboard.
To create a cautionary tale about a life without love, Babyface uses one of the greatest lonely figures in music history: the Beatles' "Eleanor Rigby." He warns his ex that "Eleanor Rigby spends half her life all alone." "The fun part about that song was 'Eleanor Rigby,'" Babyface told Billboard. "It started off with 'Eleanor Rigby lived her life all alone,' and that was a fun line to throw in the beginning of it."
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