Aretha Franklin wrote this song with the songwriter Preston Glass (whose brother Alan is also a songwriter), and her producer Narada Michael Walden. Narada was working on the Who's Zoomin' Who? album around the same time he and Glass were producing the song "How Will I Know" for a young singer named Whitney Houston. While Houston was fresh on the scene, Aretha Franklin was a soul legend looking for a contemporary sound.

"Who's Zoomin' Who" was the first song they recorded for the album. It came out of a conversation Walden had with Franklin. When we spoke with Narada Michael Walden in 2012, he said, "I tape recorded her phone call and I'm so glad I did because she talks so eloquent, beautiful, street, hip, and wise that I couldn't remember it all at the same time. So I asked her, what do you do at night to have fun? She said, 'Oh, I go out to night clubs. Maybe I see someone in the corner who looks kind of cool. He looks at me, I look at him, and it's like who's zooming who. But as soon as he thinks he's got me, the fish jumps off the hook.' Then she started laughing.

After I hung up the phone, I said that's kind of a cool concept for a song. So we started writing that. But after it was done she didn't really like the song. Clive Davis had to convince her to do it."

Franklin hadn't recorded for two years when she entered the studio to lay down this song. Her father had recently died after a five-year coma brought on by gunshot wounds, and her producer Narada Michael Walden made sure he was gentle with Aretha and eased her into the project. Once she recorded "Who's Zoomin' Who," it was clear that she still had her chops. The next song they recorded for the album was "Until You Say You Love Me," and then "Freeway of Love," which was released as the first single and gave Aretha her first US Top 10 hit since 1973. "Who's Zoomin' Who" was the next single, and was also a hit.

Long before he anchored the judging table on American Idol, Randy Jackson was a prominent session musician. He played bass on this track and also sang backup. Walden handled the drums, and the song's other songwriter, Preston Glass, played keyboards along with Walter Afanasieff. Corrado Rustici played guitar.

Michael Narada Walden told Modern Drummer (October 1987): "The song 'Who's Zoomin' Who' needed the cuteness of a cheap little drum machine, so I used a little 808. Big, fat drums would have taken the charm out of that song."