The song was written by Ashford and Simpson prior to joining Motown. British soul singer Dusty Springfield wanted to record the song but the duo declined, hoping it would give them access to the Detroit-based label. As Valerie Simpson later recalled, "We played that song for her (Springfield) but wouldn't give it to her, because we wanted to hold that back. We felt like that could be our entry to Motown. Nick called it the 'golden egg'." Dusty recorded a similar verse melody in 'I'm Gonna Leave You' on Dusty.