It was conceived by then-unproven songwriter and producer Michael Masser. He had been recruited by Motown CEO Berry Gordy and A&R chief Suzanne de Passe. Masser teamed up with the proven ballad lyricist Ron Miller to write it.
According to Masser, in a video documentary about Ross, she "always tried to push hard to get the vocals right for this particular song", calling it a "draining experience" that resulted in several near-emotional breakdowns when she wasn't up to her abilities. It was recorded in the early morning hours, as was her custom after she began raising her children. In a Barbara WaltersMother's Day interview special, her second-oldest daughter, Tracee Ellis Ross, said Diana would put them to bed and record all night, in order to wake her children and send them to school the next morning.
It marked a turning point in the career of Diana Ross, reinvigorating her singing career, coming immediately after her Academy Award nomination for Best Actress in her acting debut, Lady Sings the Blues.