PAPA WAS LIKE A ROLLING STONE: The song was a 'shout-out' to Bob Dylan's driving, talky singing style.

Lamont Dozier: In the early summer of 1966, I walked into our small work space at Motown and heard Brian at the piano. He liked composing in a ballad tempo—to feel and shape the melody. When I asked what he was playing, he said he wasn't sure and didn't know where it should go next.

I suggested he pick up the tempo, and we played around with the song's introduction for about a half hour. By then I had an idea, so I nudged Brian off the bench. This is how we worked—he'd often do the same to me on songs I started. In this case, I wanted to create a mind trip—a journey of emotions with sustained tension, like a bolero. To get this across, I alternated the keys—from a minor Russian feel in the verse to a major gospel feel in the chorus.

From the start, we knew "Reach Out" was for Levi Stubbs [the group's lead singer] and the Four Tops. But we had to work fast—they were due back soon in Detroit from a tour. During their time away, we had to create a catalog of new material they could record for an album.

As soon as we had the song's melody down, I wrote lyrics for the chorus—[sings] "I'll be there, to always…see you…through." I also wrote the story in the verses. In places where I didn't have the lyrics just right, I added a few words as placeholders. Then Eddie took my draft and turned it into a more polished story as I focused on production with Brian.

I wanted the song to explore the kinds of things women were going through and for Levi to come off as understanding and supportive. I also wanted the lyrics to be phrased in a special way—as though they were being thrown down.

Back in '66, we were listening a lot to Bob Dylan. He was the poet then, and we were inspired by his talk-singing style on "Like a Rolling Stone." Dylan was something else—a guy we looked up to. We loved the complexity of his lyrics and how he spoke the lines and sang them in places. We wanted Levi to shout-sing "Reach Outs"'s lyrics—as a shout-out to Dylan.

We went into the studio a few days later with just a rhythm section to record the basic instrumental tracks. Then Eddie recorded a demo for Levi—so he'd know how the melody went and where the action was. We also left little spots open where Levi could add his flavor.

Duke Fakir: We first heard the song in the studio—just before we recorded it. We were making an album at the time, so there was a lot of material to cover. "Reach Outs"'s musical key was a little higher than usual for us. I was the group's high tenor, so I had to hit the top notes without going into falsetto.

Levi was Jackie Wilson's cousin and very talented with his voice. He was a baritone with a tenor range and wasn't afraid to attempt any note. For "Reach Out," Lamont purposefully put Levi at the top of his range, to make sure he'd have that cry and hunger and wailing in his voice.

The hardest part was Levi working on the shout-singing. Levi had his notepad with him and wrote down things to help him get the right feel. But he laughed when he worked through it. The song was so different—he thought the Dylan approach Lamont wanted was a studio experiment, not the real thing.

Mr. Dozier: After the Tops finished the vocal tracks, [arranger] Paul Riser came in and we worked on overdubbing the "the sweetness"— strings, chorus and other instruments that enhanced the song's personality.

Paul Riser: Lamont and I decided to add a piccolo and flute in the intro. The piccolo's piercing sound was essential. It's like a siren and gets your attention right away. It's also the sound of a heart crying. A flute alone would have been too warm and comforting.

The hoof-beat drum pattern that follows was made using timpani mallets on the plastic head of a tambourine without its little metal cymbals. That sounded like a heartbeat speeding up and raised anticipation. All of these things were used to set the mood.

Then the Andantes [Motown's backing vocalists] were added so there were female voices echoing Levi's lines. I also added strings to the song's chorus using classical chord inversions—different intervals between the bass notes—to widen the sound.

Mr. Dozier: When we had everything on tape, we overdubbed a few last-minute touches—like handclapping and a tambourine, which emphasized a gospel feel. All of us sang that shouted "Yah!" just before Levi came in. We did that to add a feeling of fire and to give the song a little shove forward.

Mr. Fakir: Two or three weeks later, [Motown founder] Berry Gordy called in the Tops. He said he was going to release our biggest hit. We said, "Great, when are we going to record it?" He said, "You already did." We said, "Which one?" He said, "Let me play you a little bit." When we heard the opening to "Reach Out," we begged him not to release it, to let us go down to the studio to record something else. To us, the song felt a little odd. Berry took it off and said, "I'm going to release it—and you're going to be surprised."

I first heard the song in September, in my car. By then it had all the sweetness in there and was already heading up the charts. I drove to the office and asked to see Berry. His secretary said he was in a meeting. I walked in anyway. He looked up, surprised. I said, "Berry, please don't ever ask us again what we think of our records."