Cash Box described the song as a "plaintive, slow-shufflin’ blues-soaked ode about a love-sick fella who'll go any lengths to keep his gal at his side."[4]
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".[1]
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".[2]. 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.
English singer-songwriter Rick Astley covered the song for his 1988 album Hold Me in Your Arms. Originally recorded in 1986, the track was re-recorded for his new album due to a fire at the PWL studios destroying the original master.[12] The song was released as a single in the US and Japan in the summer of 1989. This was Astley's last single with producers Stock Aitken Waterman. On New Year's Eve 2019, Astley performed the song with YolanDa Brown on the BBC's Jools' Annual Hootenanny.[13]
Weekly chart performance for "Ain't Too Proud to Beg"
