"Ain't Too Proud to Beg" is a 1966 song and hit single by the Temptations for Motown Records' Gordy label, written by Norman Whitfield and Edward Holland Jr. and produced by Whitfield. It peaked at number 13 on the Billboard Pop Chart, and was a number-one hit on the Billboard R&B charts for eight non-consecutive weeks. The song's success, in the wake of the relative underperformance of the previous Temptations' single, "Get Ready", resulted in Norman Whitfield replacing Smokey Robinson, producer of "Get Ready", as the Temptations' main producer. In 2004, the song finished number 94 in AFI's 100 Years...100 Songs poll thanks to its inclusion in The Big Chill soundtrack.

Notable covers have been recorded by the Rolling Stones in 1974 and by Rick Astley in 1989.

Reception

Cash Box described the song as a "plaintive, slow-shufflin’ blues-soaked ode about a love-sick fella who'll go to any lengths to keep his gal at his side."

Production

On Friday mornings at Motown's Hitsville USA offices, the creative team held Quality Control meetings, at which potential single releases were voted for or against release. To Whitfield's disappointment, "Ain't Too Proud to Beg" failed twice to make it through Motown's Friday morning Quality Control meetings, with Berry Gordy commenting that the song was good, but "needed more story". For the third recorded version of "Ain't Too Proud", Whitfield had David Ruffin's lead vocal arranged just above his actual vocal range. As a result, the singer was forced to strain through numerous takes in order to get out all of the song's high notes. By the end of the "Ain't Too Proud" recording session, recalls Temptation Otis Williams, Ruffin was "drowning in sweat and his glasses were all over his face".

By this point, both the Temptations and Whitfield were confident they had a major hit on their hands. However, both "Ain't Too Proud" and "Get Ready", a Temptations track produced by Smokey Robinson with Eddie Kendricks on lead, turned up at the same Quality Control meeting. Since Robinson was the Temptations' main producer, his song was released and Whitfield's was shelved. Cornelius Grant, the Temptations' road guitarist, band director, and songwriter, recalled that after that decision was made, "it was as if the veins jumped out of Norman's neck." Whitfield was less than pleased at the Quality Control department's decision, and stated plainly that "never again am I gonna lose out on a release like that".. As a compromise, Gordy promised Whitfield that "Ain't Too Proud" would be the next single if "Get Ready" failed to reach the Top 20 on the Billboard Pop Chart.

Certifications

The Rolling Stones version