This slow jam finds R&B singer Usher in lover mode as he croons in his falsetto, "Where are you now, when I need you around?" over producer Diplo's rippling synths. Diplo tweeted: "I'm pretty sure in 9 months there are gonna be a lot of new babies that this song is responsible for." The song was released via Twitter on February 14, 2012, as a Valentine's Day present for his fans.
Philadelphia producer Diplo's resume also includes Chris Brown's hit "Look At Me Now." He penned this song with Ariel Rechtshaid, who is the bassist of the Los Angeles-based folk-rock band Foreign Born, and has also produced for Cass McCombs, We Are Scientists and Plain White Ts. The third credited co-writer is South Florida singer-songwriter Redd Stylez, whose debut album Let It Play was released in 2006.
The strings were arranged by the Manhattan-based classical composer Nico Muhly, whose work with Pop/Rock musicians includes arrangements and orchestration for Grizzly Bear ("Ready, Able"), Antony and the Johnsons, ("Everglade") and Jónsi ("Go Do").
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