This song features Kanye West and Ne-Yo, who also appear as Hilson's two love interests in the music video. Ne-Yo made his contribution to the song first. West then met up with Hilson after the album had been recorded and was given an exclusive preview to see on which song he'd like to feature. He chose this track and he laid down some last minute additional vocals.
This was Hilson's first #1 on the Hot R&B/Hip-Hop Songs chart.
Lyricist Kevin "KC" Cossom is one of the co-writers of the song. His previous credits include Rick Ross' "Speedin'," Akon's "One" and T-Pain's "Cash Flow." Cossom told MTV news that producer Danja Hills originally sent the vocals to Polow Da Don as it was earmarked at the time for a male singer. However Polow felt the song was perfect for Hilson. Cossom recalled: "I didn't hear anything about the record for a couple of months, and Danja came and was like, 'Keri cut the record,' I was like, 'OK, all right.' I wanted to hear it. By the time I got a chance to hear it, Ne-Yo had gotten on it. I felt it could be a major record. After that, Kanye jumped on it. It wasn't in the plan; it just happened. I don't think anybody imagined that would happen. I got my first #1 record - #1 Urban, #3 Hot 100."
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