The Four Tops formed 11 years before the release of this ballad, their first hit on Motown. The group had just wrapped up a gig at a Detroit nightclub when Brian Holland, who wrote the song with partners Lamont Dozier and Eddie Holland, invited them to Motown's studio to record into the wee hours of the night. In 2004, Holland explained how the words came to him one morning: "I was feeling very close to my wife, and thought of singing 'Baby I need your loving.' The phrase just entered my head. I felt she didn't really understand me, so I could explain how I felt through this song."