This romantic duet between Karyn White and Kenny "Babyface" Edmonds casts the singers as love skeptics who fall for each other. Babyface wrote the tune with frequent songwriting/producing partners Antonio "L.A." Reid and Daryl Simmons. Although it was written as a duet, the team hadn't planned on pairing Babyface with White until the last minute. Simmons agreed it was the perfect choice. He told Songwriter Universe: "Karyn was great, because she was probably the first singer that could follow Kenny. She could phrase things the way that Kenny phrased it - she had the rhythm, and we were big on rhythm. We were big on making it feel good. We loved working with Karyn."
Babyface, who also played guitar and keyboards on the track, had no problem writing from a female perspective. He told Billboard: "In terms of writing from a woman's point of view, I think part of it comes from being heartbroken or just being totally in love. It has more to do with me growing up and being in love and getting my heart broken again and again that allows me to be able to write sentimentally at times. Some feelings stick with you always."
Although this didn't crack the Hot 100, this was White's third consecutive #1 hit on the R&B chart, following "The Way You Love Me" and "Superwoman."
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