Aaliyah is an adulterous man's mistress here. She desires to be all the things that the other woman is to him. Bud'da's production combines 2-step and rock elements to emphasize the lyrics about infidelity. "It had such a great melody and I wanted to add something dark to go with it," Bud'da recalled to Fuse TV. "So you've got your sweetness on the top but down below you just have this menacing thing that's just pounding your speakers."