Pharrell Williams of The Neptunes came up with the beat for this song. He was inspired by the funk sounds he grew up listening to.
Kevin Federline is one of the dancers in the video. Federline would later marry and divorce Britney Spears, who is Timberlake's ex-girlfriend.
The song featured a rapped verse by up-and-coming Virginia brother-and-brother hip-hop duo, Clipse. No Malice (known then as Malice), recalled to Billboard magazine in 2013 that Timberlake took the bigger risk in the seemingly unlikely collaboration. "I think Justin really took a chance with us in allowing us to get on his record," he said. "[We were] these new dudes, gritty and grimy, coming out, you know? He wasn't scared to take that risk and it worked out. I'm really glad about that."
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