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The song was created to fill the fourth side of a planned double live album after Gaye insisted on a double-album release despite not enough live material from the London Palladium show — Gaye and drummer Bugsy Wilcox had been “fooling around” on the groove with just keyboard and drums at his home studio.
Gaye was in serious financial trouble from a bitter divorce from Anna Gordy, reportedly narrowly avoiding imprisonment over unpaid child support — the European tour that relieved some pressure led to the London Palladium session that necessitated this song. Frankie Gaye and Janis Hunter provided background vocals.
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