A slow, remorseful number, "Ooo Baby Baby" features Miracles lead singer Smokey Robinson lamenting the fact that he cheated on his woman, and begging for her to overlook his mistakes and please forgive him. The song's highly emotional feel is supported by the Miracles' tight background harmonies, arranged by Miracles member and song co-author Pete Moore, and a lush orchestral arrangement that accents The Funk Brothers band's instrumental track.
On the 2006 Motown DVD The Miracles' Definitive Performances, Pete comments on the song's creation: "In the songs that Smokey and I wrote together, Smokey and Berry kinda left the background vocals to me. And this song "I'm On The Outside (Looking In)", which was one of The Imperials' bigger hits.... When I heard that song,as far as the background (harmonies) were concerned and how (they were structured),I wanted to get the same kind of feeling with Smokey's vocal.So I called Bobby, Ronnie, and Claudette over, and we did the backgrounds for it.I kinda had that particular song in mind...so I wanted to get the same kind of feeling with 'Ooo Baby Baby'."