This song represents one of those quaint little 1960's music industry habits of "cloning" a previous hit. In this case it's the Drifters' hit, "Under the Boardwalk." In all the stuff I've read about the Beatles I've never read anything that made it clear exactly how this happened. I would love to know. God, this song brings back memories. Eddie Kendricks had one of the best falsettos of all time. He was featured a lot more prominently in the days when the group was singing mostly Smokey Robinson songs, and gave them a decidedly softer sound than they had after David Ruffin left. Really? I never liked the song either. Great song by a truly great band. I never was a big 5th Dimension fan, but I just loved Marilyn McCoo. She had one of my all time favorite female voices and was also a world class beauty. I used to look at her husband, Billy Davis, who was a nice enough looking guy with a good voice, and jealously mutter, "how the hell did he get her?" Marvin Gaye composition. You can easily hear him crooning it.