Released on the Tamla label, this song discusses a man who is at a standstill with his girlfriend, who he feels is neglecting his love stating "Don't break my heart/...I've tried to do my best".

Featured on the Holland–Dozier–Holland-written and produced track, for the first time on a Marvin Gaye record, were Motown's top session girl group, the Andantes.

The song was originally written and intended for the Supremes, but eventually reassigned to Marvin Gaye to record.

The lead singer was Levon Helm, with backing vocals by Rick Danko and Richard Manuel.

The group had previously played the song in their live performances circa 1964–65, and a studio recording from that time was later released on the 1998 remastered CD of Odds & Sods.