Smokey Robinson based this on the Italian opera Pagliacci, which is about a clown who must make the audience laugh while he weeps behind his makeup because his wife betrayed him. In the last verse, Robinson sings: "Just like Pagliacci did, I try to keep my surface hid".
Released on the album in 1968, it was put out as a single in England in 1970, where it went to #1. This prompted Motown to release it as a single in the US, where it also hit #1.
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