This was written for the 1991 movie New Jack City
starring Wesley Snipes and Ice-T
. When they were looking for songs for the film, the producers wanted the modern R&B sound - "New Jack Swing" - that artists like Bobby Brown and Jodi Watley were using. To get it, they contacted the producer/songwriter Elliott Straite (knows as "Dr. Freeze"), who had written the Bell Biv Devoe hit "Poison
They showed him the film and let him pick a scene to soundtrack; he chose one where the character Uniqua (Tracy Camilla Johns) does a striptease for Nino, the kingpin played by Snipes. He wrote this sexy song specifically for the scene.