Got something to say to this podcast? Send a voicemail, and you might hear yourself on the next episode!

In 1966 Holland-Dozier-Holland set out to write a Four Tops song built on sustained tension. Lamont Dozier drew on the bolero’s slow, steady build, setting the verses in a minor key with what he described as an Eastern European or Russian feel and releasing into a bright, gospel-driven major-key chorus. Inspired by Bob Dylan, the writers wanted the lead shouted rather than crooned. At the July 1966 session in Detroit, arranger Paul Riser overdubbed flute and piccolo, percussionists struck a tambourine with timpani mallets for a galloping beat, and Eddie Holland pitched the melody at the very top of Levi Stubbs’ range to draw out a cry.

The Four Tops found the result odd and asked Motown to shelve it. Berry Gordy overruled them and released it in August 1966. It topped the R&B chart and the Billboard Hot 100 for two weeks each, reached No. 1 in the UK for three weeks as Motown’s second British chart-topper, and later carried covers by Diana Ross and Gloria Gaynor. It entered the Grammy Hall of Fame in 1998 and the National Recording Registry in 2022.

• Stubbs ad-libbed the line urging the listener to look over their shoulder; it was not on the lyric sheet.
• Duke Fakir said Stubbs complained about the high key but secretly loved the challenge.
• Diana Ross recorded it for her 1971 album Surrender with Ashford and Simpson producing, reaching No. 29.
• Gloria Gaynor’s 1975 disco version reached No. 14 in the UK and the top five in West Germany and Belgium.
• Joe Biden used the song in his 2020 presidential campaign.