"Ain't Too Proud to Beg" is a 1966 song by The Temptations for Motown Records' Gordy label. It was written by Norman Whitfield and Edward Holland Jr. and produced by Whitfield. The song reached number 13 on the Billboard Pop Chart and was number one on the Billboard R&B charts for eight weeks that were not all in a row. After the previous Temptations' single, "Get Ready," did not perform as well, the success of "Ain't Too Proud to Beg" led to Norman Whitfield replacing Smokey Robinson as the group's main producer. In 2004, the song was ranked number 94 in AFI's 100 Years…100 Songs poll because it was included in the soundtrack for The Big Chill. Notable covers of the song were recorded by the Rolling Stones in 1974 and by Rick Astley in 1989.

Reception

Cash Box described the song as a "sad, slow-shuffling blues-filled song about a boy who is very lovesick and will do anything to keep his girl at his side."

Production

On Friday mornings at Motown's Hitsville USA offices, a group of people who create music held Quality Control meetings. During these meetings, they decided whether to release potential songs. To Whitfield's disappointment, the song "Ain't Too Proud to Beg" did not pass the meetings twice. Berry Gordy said the song was good but "needed more story." For the third version of the song, Whitfield arranged David Ruffin's lead vocal just above his normal singing range. This made Ruffin work very hard during many recording attempts to reach the song's high notes. By the end of the recording session, Temptation Otis Williams remembered that Ruffin was "drowning in sweat" and his glasses were "all over his face."

At this point, both the Temptations and Whitfield believed they had a major hit. However, two songs were brought to the same Quality Control meeting: "Ain't Too Proud" and "Get Ready," a Temptations song produced by Smokey Robinson with Eddie Kendricks on lead vocals. Since Robinson was the main producer for the Temptations, his song was released, and Whitfield's was put on hold. Cornelius Grant, the Temptations' guitarist, band leader, and songwriter, said that after the decision, "it was as if the veins jumped out of Norman's neck." Whitfield was unhappy with the Quality Control department's choice and said, "never again am I gonna lose out on a release like that." As a compromise, Gordy promised Whitfield that "Ain't Too Proud" would be the next single if "Get Ready" did not reach the Top 20 on the Billboard Pop Chart.

The Rolling Stones version

The Rolling Stones recorded the song for their album It's Only Rock 'n Roll (1974), which was their final album to include guitarist Mick Taylor. The song was released as the second single in the United States, with the catalog number RS-19302 and "Dance Little Sister" as the B-side. It reached number 17 on the Billboard Hot 100 singles chart, becoming a top 20 hit. The official promotional video shows the band wearing bright clothing and performing the song on a stage. In 2007, the band performed the song at the Isle of Wight Festival with Amy Winehouse. Record World described the song as "the Stones' first oldie hit in a decade, more than proud to boogie!"

Rick Astley version

English singer-songwriter Rick Astley performed the song for his 1988 album Hold Me in Your Arms. The song was first recorded in 1986 but had to be recorded again for the album because a fire at the PWL studios destroyed the original recording. The track was released as a single in the United States and Japan during the summer of 1989. This was Astley's final single created with producers Stock Aitken Waterman. On New Year's Eve 2019, Astley sang the song with YolanDa Brown on the BBC's Jools' Annual Hootenanny.