Whatchulookinat - Main (A.K.A. Backing Vox Up)

This is one of the few songs Whitney Houston had a hand in writing. In 1992, the former gospel choir singer married a bad boy, Bobby Brown. In January 2000, a quantity of marijuana was found in their luggage at an airport in Hawaii, although they escaped charges. Houston filed for divorce from Brown in October 2006, but by the time she recorded this track she had already clearly had enough of what she considered media intrusion. In fact, a lot of this was due to genuine concern by both the media and her fans everywhere. After surviving her train wreck of a marriage, substance abuse and mental health issues, she died in her hotel room at the Beverly Hilton, Los Angeles on the eve of the February 2012 Grammy Awards aged only 48. "Whatchulookinat" was produced by her then husband and Muhammad 2G, and written by Houston, Tammie Harris, Andre Lewis and Jerry Muhammad.

A 10-year-old Offset (of Migos fame) was a backup dancer in the song's music video. During a March 8, 2024, appearance on The Jennifer Hudson Show, Offset reminisced about wowing the music legend with his moves at a dance audition circa 2000. "My mama seen a billboard sign saying you could come try out. I pulled up," he shared. "I remember my mama told me, I'll never forget, 'When the music come on, just go out there and do your thing.' I was smaller than everybody. Everybody was 11 or something, and I was like 8. Then I did it." Offset's talent clearly shined through. He fondly recalled Whitney coming from the back and pointing him out. "When we shot the video, she was just a nice, sweet soul," he said.