"Ain't Too Proud to Beg"
Single bythe Temptations
from the albumGettin' Ready
B-side	"You'll Lose a Precious Love"
Released	May 3, 1966 (1966-05-03)
Recorded	January 4 and January 11, 1966
Studio	Hitsville USA (Studio A), Detroit, Michigan
Genre	Soul R&B
Length	2:36
Label	Gordy
Songwriters	Norman Whitfield[1] Eddie Holland[1]
Producer	Norman Whitfield[1]
The Temptations singles chronology
"Get Ready" (1966) "Ain't Too Proud to Beg" (1966) "Beauty Is Only Skin Deep" (1966)
Official audio
"Ain't Too Proud to Beg" onYouTube

"Ain't Too Proud to Beg" is a 1966 song and hit single bythe Temptations forMotown Records' Gordy label,^[2] written byNorman Whitfield andEdward Holland Jr. and produced by Whitfield. It peaked at number 13 on theBillboard Pop Chart, and was a number-one hit on theBillboard R&B charts for eight non-consecutive weeks.^[3] The song's success, in the wake of the relative underperformance of the previous Temptations' single, "Get Ready", resulted in Norman Whitfield replacingSmokey Robinson, producer of "Get Ready", as the Temptations' main producer. In 2004, the song finished number 94 inAFI's 100 Years...100 Songs poll thanks to its inclusion inThe Big Chill soundtrack.

Notable covers have been recorded bythe Rolling Stones in 1974 and byRick Astley in 1989.

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."^[4]

On Friday mornings at Motown'sHitsville 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 TemptationOtis 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 withEddie 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 theBillboard Pop Chart.

The Rolling Stones recorded the song for their albumIt's Only Rock 'n Roll (1974), their last album to feature guitaristMick Taylor.^[7] It was released as the second single in the United States only, with the catalogue number RS-19302 and "Dance Little Sister" as the B-side;^[8] and also became a top 20 hit, reaching number 17 in theBillboard Hot 100 singles chart.^[9] The official promotional video features the band, in bright clothing, performing the song on a stage.^[10] In 2007 the band performed the song atIsle of Wight Festival withAmy Winehouse.^[11]

Record World said that the Stones' "first oldie hit stab in a decade is more than proudto boogie!"^[12]

English singer-songwriterRick Astley covered the song for his 1988 albumHold Me in Your Arms. Originally recorded in 1986, the track was re-recorded for his new album due to a fire at thePWL studios destroying the original master.^[13] The song was released as a single in the US and Japan in the summer of 1989. This was Astley's last single with producersStock Aitken Waterman. On New Year's Eve 2019, Astley performed the song withYolanDa Brown on the BBC'sJools' Annual Hootenanny.^[14]

1. ^ Williams, Otis and Romanowski, Patricia,Temptations.
2. ^ Weinger, Harry, "Sunshine on a Cloudy Day".

• Aeppli, Felix (1985).Heart of Stone: The Definitive Rolling Stones Discography, 1962–1983. Ann Arbor, Michigan: Pierian Press.ISBN 0-87650-192-7.
• Posner, Gerald (2002).Motown : Music, Money, Sex, and Power. New York:Random House.ISBN 0-375-50062-6.
• Weinger, Harry (1994). "Sunshine on a Cloudy Day".The Temptations: Emperors of Soul [CD Box Set]. New York: Motown Record Co., L.P.
• Williams, Otis and Romanowski, Patricia (1988, updated 2002).Temptations. Lanham, MD: Cooper Square.ISBN 0-8154-1218-5.

• 1966 singles
• 1966 songs
• 1974 singles
• 1988 songs
• 1989 singles
• Gordy Records singles
• Rolling Stones Records singles
• RCA Records singles
• Rick Astley songs
• Song recordings produced by Jagger–Richards
• Song recordings produced by Norman Whitfield
• Songs written by Eddie Holland
• Songs written by Norman Whitfield
• The Rolling Stones songs
• The Temptations songs

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