Ginuwine and Timbaland came up with the song whilst joking in the studio. Ginuwine recalled to Billboard magazine: "I do miss those kinds of times because we would all just sit in a room and joke and talk and eat and have fun. And then somebody might say something and we'd grab it like 'Yo, that sounds like a song. Let's try to write something!"'
The enraged mother of the girl in the song was played by Ginuwine's lawyer at the time. He told Billboard magazine: "Her name was Louise West. She used to always come and check up on us at the studio, and whenever people would come up we'd get them on the record like 'Come on! Let's do something!'"