The song was produced by Justin Franks, also known as DJ Frank E. The Colorado producer recalled in an interview with Planet Chris Brown
how he and Brown came up with the song: "I was working late one night in the studio when I got a call from my manager. Chris was working in the studio down the street and wanted to me to come down and listen to some tracks. I walked in, met Chris for the first time, and played him 1 track. He sat there for 4 minutes listening, then said, 'Ok, I'm ready.' He jumped in the booth and wrote the whole thing on the spot."
Franks added that Brown wrote all the lyrics, "in about 15 minutes."