This was Maxwell's first hit. He wrote it with Itaal Shur, who was a member of The Groove Collective and went on to write Santana's song "Smooth
" with Rob Thomas. Says Shur: "Me and Maxwell were hanging out a lot in a club called Giant Step, which was this Acid Jazz, Funk, Soul, really cool club that was happening in New York in the early and mid '90s. It was a combination of DJs and musicians playing together a mix of Hip Hop mixed with Funk and Soul and Jazz. It was a great scene and a lot of creative people were hanging out. Maxwell I met through another guy. He was trying to do his thing, which was kind of a Marvin Gaye Soul thing, which is the kind of music I grew up listening to. We had a crew around us that were into this, the same crew that went from The Brand New Heavies with Erykah Badu to D'Angelo - the whole New Soul thing. With Maxwell, we wrote a few songs in a little teeny room in Brooklyn where I used to live, and one of them was Ascension, which we changed 2 or 3 times until we came up with the right bass line. Then when we got in the studio we put down the track, which had Jonathan Maron who was the bass player from The Groove Collective, which is one of the most memorable bass lines. Also, Stuart Matthewman, the guitar player from Sade, played the guitar. I played the keyboards and did the drum programming. Max had the verses for that song and didn't have a chorus. He went through 3 or 4 choruses until he finally came up with the one that worked."