This song about the torment of a painful relationship was penned by Smokey Robinson in London with Miracles guitarist Marv Tarplin. The pair were on an European tour at the time with the Motortown Revue, a cavalcade of Motown stars. Smokey recalled to Mojo: "We were on tour and he came to me because he had that guitar riff, which I thought was awesome. And we wrote the song right there. It was specifically for him (Gaye). We wanted to get something to follow up 'I'll Be Doggone.'"
British New Romantic group, Japan, covered this on their 1980 album Gentlemen Take Polaroids.
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