"What's Going On" was written by three golfing buddies who also happened to be Motown hitmakers: songwriter Al Cleveland, Four Tops member Renaldo "Obie" Benson and singer Marvin Gaye, who added lyrics and worked on the arrangement. Gaye wanted the Originals to record the song, but Benson and Cleveland prevailed upon Gaye to do it himself.
Until this song, Gaye rarely participated in the songwriting process. For this album, he took control of the production so he could make a statement as an artist. Motown management was skeptical, but Gaye was an established star and had enough power to pull it off, going so far as to use an orchestra on this track.
Gaye's lyrics in this song were inspired by the stories his brother Frankie told him when he came back from the Vietnam War.
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