A remake of the Motown classic, this was a hit for The Temptations in 1966. A heavily processed Keith Richards guitar riff sets this version apart from the original. The Stones covered another Temptations song, "Just My Imagination," in 1978.
The Stones originally planned to record Dobie Gray's "Drift Away" as the only cover song on It's Only Rock 'n' Roll, but they bumped it for this.
In this interview with Paul McCartney, McCartney takes credit for introducing Mick Jagger to this song: "There were two songs I turned Mick onto that the Stones have done. One was She Said Yeah and the other was Ain't Too Proud To Beg. Mick would deny it - 'Wot? Never saw him, never met him' - but I distinctly remember having him up into a little music room and playing it to him. He loved it and he went and did it. We've messed around with the track a little bit, but it is sort of like my memory of the original."
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