Written by: Marvin Gaye, George Gordy, William Stevenson

Produced by: William Stevenson

Performed by: Dave Hamilton (guitar), Rosalind Ashford (background vocals), Martha Reeves (background vocals), Benny Benjamin (drums (drum set)), Joe Hunter (piano), Annette Beard (background vocals), Gloria Williams (background vocals), Thomas Bowles (flute), James Jamerson (bass), Marvin Gaye (lead vocals)