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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 vocal harmonies, arranged by Miracles member and song co-author Pete Moore, and a lush orchestral string arrangement that accents The Funk Brothers band's instrumental track. Written by Robinson and fellow Miracle Pete Moore and produced by Robinson. 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) (Little Anthony and the Imperials)", 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'."

In 2004, Rolling Stone ranked the Miracles' original version of this song as #266 on their list of The 500 Greatest Songs of All Time.