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This was written by Motown writers Norman Whitfield and Barrett Strong, who had written Temptations hits "Ain't Too Proud To Beg" (1966) and "Just My Imagination" (1971). Whitfield and Strong wrote this shortly after the songwriting team of Holland/Dozier/Holland left Motown. Holland/Dozier/Holland wrote many of the hits for the label, so it was a big boost for Motown when Whitfield and Strong stepped up and wrote another hit. At first, Whitfield did not want to produce anything with such a radically different sound. "I don't want to get into all that crazy shit," he said. "That ain't nothing but a little passing fancy." Within a few weeks, however, he had created the backing tracks for the newest Temptations single, a psychedelic-styled number called "Cloud Nine", and stuck primarily to such songs well into the early 1970s.

This was the first Temptations song recorded with new lead singer Dennis Edwards. David Ruffin, their original leader, was fired after he missed a gig. Ruffin became very difficult to work with when Motown refused to bill the group as "David Ruffin and The Temptations," as they had done with "Diana Ross and The Supremes." Featuring all five Temptations trading lead vocals à la The Family Stone, "Cloud Nine" was a marked departure from the standard Tempts sound: wah-wah guitars and a harder, driving beat propelled the record, as opposed to pianos and strings. This was the first Motown song to use a wah-wah pedal. A white guitarist named Dennis Coffey brought it to a Motown workshop and played it for Whitfield while he was arranging this song. Whitfield loved the way it worked and had Coffey join the Motown house band when they recorded this.