The song features a fierce-sounding Diana Ross telling herself that she's "going down for the third time" in a relationship that has her "drowning in tears". Throughout the song, the narrator aches over the hardship of the relationship. Ross' band mates Florence Ballard and Mary Wilson egged her on in the chorus. The song is prominent for being one of the last songs to feature Ballard as a member of the Supremes. A few months after this was recorded, Ballard was replaced by Cindy Birdsong.