Songfacts®:

• En Vogue is a female vocal quartet from San Francisco: Cindy Herron, Dawn Robinson, Terry Ellis, and Maxine Jones. They were produced by Denzil Foster and Thomas McElroy, who were in the group Club Nouveau. Foster was working on a vocals-only version of the Smokey Robinson & The Miracles song "Who's Lovin' You" for En Vogue to sing at talent shows, but when Foster stumbled upon a groove on his drum machine, the girls suggested they do a remake with a beat. Foster and McElroy took it further, and decided to write an answer song to it instead - a song about how to "hold on" to love.
  
  "Who's Lovin' You" is a heartbreaker about a guy who never appreciated his girl until she was gone. En Vogue pick it up from the girl's perspective, explaining that she should have invested more into the relationship without being so needy. She concludes that honesty and passion are key to a healthy union.
• The intro lyrics are the same as the first verse of "Who's Lovin' You," setting up the "answer song" concept with the story of breakup and regret. Radio stations often trimmed this intro or removed it completely so the song would get right to the beat. The full version runs 5:03.
• With Club Nouveau, Foster and McElroy had a #1 hit with a dance remake of "Lean On Me." They used the same type of arrangement on this, turning Smokey Robinson's song into a dance hit.
• This was En Vogue's first single. Denzil Foster and Thomas McElroy formed the group so they could produce a female act, holding auditions for what they conceived as a trio. Only five girls showed up to audition, and four of them - Herron, Robinson, Ellis and Jones - were exactly what they were looking for. They envisioned the group as having both style and substance; confidence and personality but not arrogance. Then it became clear that these four girls had the right chemistry, Foster and McElroy decided that they would be fine with a quartet.
  
  From the outset, the producers were concerned with preserving the group dynamic, since female vocal groups have a history of breaking up when one member declares herself the star and goes solo. They were careful to keep the girls on equal footing and distribute the lead vocals evenly. This strategy paid off, as En Vogue stayed intact for their first two albums before Robinson left the group in 1996 for a solo career (she later had some success as a member of the vocal trio Lucy Pearl).
  
  Reduced to a trio for their next two albums (EV3 in 1997 and Masterpiece Theatre in 2000), Robinson returned in 2008 and the group made sporadic appearances with their original lineup. A few years later, the group fractured, with Robinson and Jones leaving.
• The groove is based on the 1973 James Brown song "The Payback." Variations of the track became En Vogue's signature instrumental sound - you can also hear elements in the group's 1992 hit "My Lovin' (You're Never Gonna Get It)."
• En Vogue was signed to Atlantic Records, who were loath to release it as their first single, since they thought it was too slow. The mid-tempo tune was a sensational debut, however. It was embraced by radio stations on a variety of formats, providing a welcome relief from the girl groups that were either dance outfits or specialized in ballads.
  
  The song rose to #2 in July 1990, and was the first of a string of hits for En Vogue, who later scored with "My Lovin (You're Never Gonna Get It)," "Free Your Mind" and "Don't Let Go (Love)."
• All four members of En Vogue were credited as writers on this song along with their producers Foster and McElroy. These six also shared the songwriting credits on the follow-up hit, "Lies."
• This won the 1990 Billboard Music Award for R&B Single of the Year and the 1991 Soul Train Music Award for Best Single by a Duo/Group.
• The video was directed by Tarsem Singh, who went on to direct the films The Cell and Immortals. En Vogue appears under a spotlight throughout the clip as the scenes shift rapidly. The images are crisp, but the special effects and compositing look dated. Singh's next video, devoid of special effects, held up a lot better: R.E.M.'s "Losing My Religion."
• Jay-Z's 2007 song "Blue Magic" interpolates part of this song for its hook line.