Falsetto Eddie Kendricks sings lead on the record, composed by Robinson and Rogers while on the road with the Miracles as part of the Motortown Revue tour. Its plethora of pick-up lines ("You got a smile so bright/you know you coulda been a candle/I'm holding you so tight/You know you coulda been a handle") began as a light-hearted joke between Robinson and Rogers to pass time on the long bus rides. Realizing they had something they could work with, the Miracles kept the lyrics in mind and prepared the song for the Temptations, who at this time had had only one single that had ever made it onto a Billboard chart (1962's "Dream Come True" at #22 on the R&B singles chart) and six flopped singles. This version of the song actually appears on two of their mid 1960s albums: 1964's "Meet The Temptations" and 1965's "The Temptations Sing Smokey".