The song is notable for being one of few releases during the late 1960s to feature the entire ensemble group as opposed to session singers The Andantes, who regularly filled in for Wilson and Birdsong on recordings after the departure of Florence Ballard.
The song features rock guitar riffs from Tarplin, a saxophone solo from Thomas "Beans" Bowles, keyboards from Earl Van Dyke, bass from James Jamerson, and the vocals of Gaye and background session singers The Andantes.
Whitfield produced Gaye's version as well, which featured background vocals by The Andantes.
Throughout this song, Marvin mentions in his brother's third person about the nightclub, about whether or not his baseball team would "win the pennant" and wonders how his friend has been which brings upon the question, "what's happening brother?" Musically the song follows the same path as "What's Going On" and features The Andantes as background vocalists.
Background vocals by The Originals (Freddie Gorman, Walter Gaines, Hank Dixon, C.P. Spencer) and The Andantes (Jackie Hicks, Marlene Barrow, and Louvain Demps)
Background vocals by The Andantes (Jackie Hicks, Louvain Demps, and Marlene Barrow)
In 1989, Pat as well as The Andantes were among the invited artists to join UK producer Ian Levine's mega-project Motorcity Records, a label formed to record new material on former Motown artists.