This track features R&B singer-songwriter Keri Hilson and rapper D.O.E., who are both signed to Timbaland's Mosely Music Group. It originally featured Chris Brown as well but the controversial R&B star's vocals were eventually cut from the track. This created speculation that Timberland wanted to distance himself from the disgraced singer after his violent run in with ex-girlfriend Rihanna at the start of 2009. However, Timbaland's manager, Marcus Spence told TMZ.com that the decision to remove Brown from the track "was a creative decision for both parties."
The song was originally titled "Maniac." D.O.E. told TMZ.com the title had to be changed because "some people" didn't think it was a good idea to have Brown's name attached to a song with that title.
Keri Hilson and D.O.E. previously collaborated with Timbaland on his 2007 #1 single "The Way I Are."