Motown RecordsMotown M 1057 (AA), April 1964

b/w Once Upon A Time

(Written by Clarence Paul, Mickey Stevenson and Barney Ales)

BritainStateside SS 316 (B), July 1964

B-side of Once Upon A Time

(Released in the UK under license through EMI / Stateside Records)

Scan kindly provided by Gordon Frewin, reproduced by arrangement.  All label scans come from visitor contributions - if you'd like to send me a scan I don't have, please e-mail it to me at fosse8@gmail.com!Not for the first time, Motown sent a hot new single out into the marketplace only to watch DJs flip the record over, ignoring the label’s chosen plug side to concentrate on what lay beneath. In the case of What’s The Matter With You Baby, the reason becomes clear as soon as the needle drops on this one. It’s so much more alive than the nominal A-side, Once Upon A Time, with an intro that grabs the listener by the lapels, Mary and Marvin doing their vocals-in-unison thing – Whoa, whoa, whoa! Whoa, whoa, whoa! – against a rippling rhythm bed. Oh yes, this should have been the single. Definitely. This is great. What were they thinking?

On the basis of the first thirty seconds or so of What’s The Matter With You Baby, Motown come across like idiots for initially relegating this to the B-side. They realised their mistake soon enough – the picture sleeves (see below) pressed up to house this single billed What’s The Matter… as the A-side, and the two-headed chart assault led not to a fatal split in airplay and sales but to two separate Top 3 R&B and Top 20 pop hits.

But the impact of those riveting first few bars seems to have been enough to stop listeners throughout the years – including your own correspondent, for a while – from noticing that the song doesn’t do anything else for the rest of its two and a half minutes.

Seriously, go and listen to it again. Apart from the unexpectedly lively, sassy middle eight –

– Won’t you let me get on your good side?
– If I did that, Marvin, it would hurt my pride!

… followed by a great, pent-up frustration-releasing bellow-cum-roar from Marvin, the most vivid thing on the whole record? Well, apart from that, if you listen to the first half-minute of this, you’ve listened to the whole thing.

The US picture sleeve - note 'What's The Matter With You Baby' getting the top billing. Scan kindly provided by Lars “LG” Nilsson - www.seabear.seIt’s repetitive, repetitive, repetitive, which isn’t necessarily a problem in itself (as we’ll see time and again further down the line once Motown had perfected the art), but it’s a flaw which just sucks the energy out of this one. The difficulty with the record is not only that it’s so thin, so insubstantial (which had been the problem with the A-side, Once Upon A Time). No – that’s definitely part of it, for sure, but the real difficulty is that it’s just so slapdash, almost shambolic; it’s not ready yet.

Once that intro is past, there’s nothing left to see. It’s not one of the great Motown intros as such, but it’s really arresting; it hints at warmth and depth and sassiness and fun, invites us to lean in closer, pay more attention. And when we do, that attention is rewarded with, well, nothing. It sounds like an ad-libbed jam session, a glorified vocal demo; the horn-laden middle eight aside, there’s not a lot really happening here on any level, musically, lyrically or even vocally.

That stretches to the emotional impact of the delivery, too – this is a dramatisation of a lovers’ tiff and the couple’s subsequent grudging reconciliation, subject matter which has proved to be fertile ground for duets throughout the history of pop, and you’d think that Mary Wells and Marvin Gaye – an exceptional actress and a moody, tortured soul respectively, and great vocalists both – would be perfect casting for such a record. But again, the middle eight aside, they might as well both be singing Bleep bloop blorp blarp! at each other for two minutes, such is the lack of passion. A well-executed duet should not reach the end with the listener still unsure as to whether it’s a breakup song, a makeup song or a get-together plea.

The 'Together' LP of Wells/Gaye duets, from which this was the lead single.  Image kindly provided by Gordon Frewin, used by arrangement.It probably sounds as though I’m savaging this, which isn’t really the intention. Like I said, the intro by itself is worth some credit – it’s plenty engaging, hinting at a record we never get to actually hear, a record better than the one we actually receive, but still it’s a fine start. And that middle eight is spectacular – I think Marvin’s hoarse, half-screamed HEY!!! at 1:27 is probably worth two out of ten just on its own. It’s not a train wreck; it’s just something of a surprise to realise it’s actually not all that great either.

I hadn’t listened to it for a while (and perhaps in retrospect that should have tipped me off), but… well. Working from memory, I had this down as at least a seven or an eight, but if ever a record fell apart under the scrutiny of repeated listens, this is it.

Nowhere near as good as it could have been, nowhere near as good as it thinks it is, and (perhaps most importantly) nowhere near as good as its opening half-minute suggests it’s going to be. It’s frustrating because there’s a germ of a good song in here waiting to burst forth, but it never arrives – even if the start and the middle are good enough to fool us into thinking otherwise.



(I’ve had MY say, now it’s your turn. Agree? Disagree? Leave a comment, or click the thumbs at the bottom there. Dissent is encouraged!)

You’re reading Motown Junkies, an attempt to review every Motown A- and B-side ever released. Click on the “previous” and “next” buttons below to go back and forth through the catalogue, or visit the Master Index for a full list of reviews so far.

(Or maybe you’re only interested in Marvin Gaye or Mary Wells? Click for more.)

Marvin Gaye & Mary Wells
“Once Upon A Time”
Eddie Holland
“Just Ain’t Enough Love”


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