Timberlake wrote this song with his producers Timbaland and Nate Hills. This is a song about a relationship that collapses because of cheating, and speculation was that Timberlake was singing about his ex-girlfriend, Britney Spears. Justin explained that the song was written for his best mate Trace Ayala, who was dating the actress Elisha Cuthbert. Trace let a friend crash at his place, but this friend took up with Cuthbert - something Ayala found out about from a tabloid. "Don't want to think about it, don't want to talk about it" was something Justin told Trace that made it directly into the song.
Cuthbert was known for her role as Kim Bauer in the American action-thriller television series 24
. She also starred in the video for Weezer's 2005 single "Perfect Situation
" where she played the lead singer of fictional group Weeze. In 2012, she married the hockey player Dion Phaneuf - not the guy who stole her from Ayala.