This piano-based ballad is a track from American R&B singer Trey Songz's fourth studio album, Passion, Pain & Pleasure. The song was produced by Troy Taylor and written by Tremaine & ChefTone (with whom Songz collaborated on "Invented Sex" and "Say Aah").
Songz explained to MTV News that the song is an ode to the facial expressions lovers make while in the throes of passion. "I'm sure any man can relate when you look at a beautiful woman and you imagine those things, and I'm sure [women] do those things too when they get into that mental frame when looking at someone," he said. "So I thought it would be a great concept: Beautiful women make beautiful faces when they making love."
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