This was written and co-produced by the R&B singer-songwriter Robin Thicke.
Hudson told MTV News that this is her favorite track on the album. She explained: "It's unexpected from me, but it still is me. I love how [Thicke] allowed me to be me but introduced another side. He introduced a more vulnerable side vocally, but yet he put it with the ballad side of Jennifer."
Hudson explained to the Los Angeles Times August 20 2008 about how she was able to show her vulnerability on this ballad: "Everybody has a soft side, no matter how tough you may appear. I want to let my listeners in on that side of me. It's all about emotion. To me, that comes from learning what you're singing about. You can sing at a song, or you can sing the song. If you know what it's about, you can really sing the song. Otherwise, you're just making a noise. That I learned from being in church."
"The Night Chicago Died" was written and recorded by the British group Paper Lace. They talk about Al Capone in the song, but got a lot of details wrong - understandable since they wrote it based on gangster movies.
"The Way" by Fastball was inspired by the story of an elderly couple from Texas who drove to a nearby family reunion and kept going. Fastball's bass player imagined them taking off and having fun like they were young. The story didn't end well: the couple was later found dead after they crashed in a canyon.
Phil Oakey recorded his vocals for "Don't You Want Me" in the studio bathroom. The recording was disrupted by guitarist Jo Callis reaching through an open window from outside to repeatedly flush one of the toilets.