The song is one of the most melancholy in the Temptations repertoire, with lead singer David Ruffin delivering, in a pained voice, the story of a heartbroken man who wants to hide his sorrow. His woman has just left him, and he wishes that it would start raining, to hide the tears falling down his face because "a man ain't supposed to cry". Accompanying Ruffin's mourning vocal are the vocals of his bandmates (Eddie Kendricks, Melvin Franklin, Paul Williams, and Otis Williams) alongside the subdued instrumentation of The Funk Brothers studio band, and, courtesy of Whitfield, sound effects depicting the "sunshine and blue skies", with the sound of chirping seagulls, and the sound of thunder and rain described in the song. Producer Norman Whitfield devised much of the musical structure of the song, with former Motown artist Barrett Strong composing the song's signature piano intro on a piano with only ten working keys. Motown staff writer Rodger Penzabene provided the song's lyrics.
More so than a number of other Motown songs, there is real sentiment and pain behind the song's words. Lyricist Penzabene had just found out his wife was cheating on him with another man. Unable to deal with the pain and unable to stop loving his wife, Penzabene expressed his pain in the lyrics of this song and its follow-up on the Temptations' release schedule, "I Could Never Love Another (After Loving You)". The distraught Penzabene committed suicide on New Year's Eve 1967, a week after the single's release.