Songfacts®:

• Junior Walker was a rare frontman who played the saxophone - quite a workload. Early in his career, he didn't sing, but in 1965, he and his group Junior Walker & the All-Stars had their first hit with "Shotgun," a song where his vocals complement his sax. That song is about a dance, so he followed that formula with songs like "Do the Boomerang" and "Shake and Fingerpop." "What Does It Take (To Win Your Love)" was a change of pace; an R&B heartbreaker where he's hit a dead end with his love interest. It's a yearning vocal more in the vein of Smokey Robinson, but it worked, giving the band their first R&B #1 since "Shotgun."
• Junior Walker & the All-Stars were signed to Motown's label Soul and worked with the same Motown writers and producers that churned out hits for the likes of Marvin Gaye and The Supremes. "What Does It Take (To Win Your Love)" was written by Johnny Bristol, Harvey Fuqua and Vernon Bullock. Bristol, who worked with Walker before either were part of Motown, came up with the idea for the song and produced it with Fuqua. Vernon Bullock, who worked in artist development at the label, helped hash out the song on piano. As usual, Motown's in-house musicians played on the track, including guitarist Robert White. The female backing vocalists were the in-house trio The Andantes, who often backed The Four Tops and Marvin Gaye.
• Motown's writers were very good at finding new ways to express heartbreak in a song. In this one, after Walker pleads his case, he runs out of words and says, "I'm gonna blow for you," then expresses his feelings with his saxophone.
• Motown boss Berry Gordy could usually tell which songs were the hits, but he missed on this one, choosing to release a different song, "Home Cookin'," as a single over the objections of Johnny Bristol. When that song stalled at #42, he put out "What Does It Take (To Win Your Love)," and it proved to be the hit, going to #4.
• B.J. Thomas, The 5th Dimension, and Santana are among the artists to cover this song. Kenny G, before his career took off, released it as a single from his 1986 album Duotones and was supposed to perform it on Johnny Carson's show, but called an audible and played "Songbird," an instrumental he wrote himself, instead. At the time, his label, Arista Records, thought his hits would come from R&B songs with guest vocalists - his rendition of "What Does It Take" features Ellis Hall. After he did "Songbird" on Carson, the label realized his mellow tunes with soprano saxophone (he used a tenor on "What Does It Take") were his money makers, and let him go in that direction.