Veteran R&B producer Babyface produced this track as well as "Thnks Fr Th Mmrs
." Pete Wentz, the band's bassist and primary lyricist, described Patrick Stump's vocals on this song as "straight-up Motown." He told MTV News: "If there wasn't a rock band playing, it'd be straight R&B, and he'd go on tour with just an upright bass and a drum and open up for R. Kelly."
R&B isn't usually the pop-punk band's jam (not on their previous albums, at least), but they wanted to experiment with new styles on Infinity On High