Its success led Miracles lead singer, songwriter, and producer Smokey Robinson, who had announced plans to leave the act, to stay until 1972.

[5] Robinson, who remarked that the song's distinctive calliope motif "sounded like a circus," provided lyrics that reflected his vision and sang lead vocal.

[5] He had used this comparison before: the line "just like Pagliacci did/I'll try to keep my sadness hid" appears in this song as well as in "My Smile Is Just a Frown (Turned Upside Down)", which he had written in 1964 for Motown artist Carolyn Crawford.

By 1969, Robinson had become tired of constantly touring with the Miracles, and wanted to remain home in Detroit, Michigan, with his wife Claudette and their two children, Berry and Tamla (both named after aspects of the Motown corporation).

Robinson informed his groupmates Pete Moore, Bobby Rogers, and best friend Ronald White that he would be retiring from the act to concentrate on his duties as vice-president of Motown Records.

One account suggests it was Karen Spreadbury, head of the British division of the Motown Fan Club, who first recommended the track to John Reid, then UK manager for the American Tamla Motown label, who went on to manage Elton John and Queen, when he asked her which track she'd favor as a single from the 1967 album.

Cash Box said of the US single release that it was a "brilliant return to the heyday sound of the Miracles," calling it "bright blues rock that hasn't been heard here for a long while.

The double A-side with "Ranking Full Stop" reached number 6 on the UK Singles Chart, making it the band's third biggest hit.