How the Stones channeled Motown: The making of 'Ain't Too Proud to Beg' during the It's Only Rock 'n Roll sessions

During the summer of 1974, the Stones were recording at Munich’s Musicland Studios and Stargroves in England, still riding the darker vibes of Goats Head Soup but looking for a lighter, more soulful direction. Mick Jagger pushed for a straight Motown cover—The Temptations’ 1966 hit “Ain’t Too Proud to Beg”—partly as a nod to the band’s R&B roots and partly because he wanted to test his vocal range against David Ruffin’s raw, pleading delivery. The track was cut quickly, with Jagger nailing the lead vocal in a few takes, leaning harder into the gospel-influenced phrasing than the Stones usually attempted.

The horn arrangement came from Jim Horn and his session players, but the real secret weapon was Billy Preston’s organ work—he gave the track a simmering, churchy warmth that the original lacked. Ronnie Wood, who had just joined as a touring guitarist, played the punchy rhythm guitar parts, while Keith Richards laid down a crisp, clean riff that refrained from the usual Chuck Berry swagger. The result was the most consciously “Motown” track the Stones ever released, proving that even in their mid-70s decadence, they could still lock into a soul groove without irony.