The "three small words" are "I love you," but they're not mentioned in the song, which finds Josie counting down the reasons her man is too little, too late:
It took 6 whole hours, and 5 long days
4 all your lies to come undone
And those 3 small words were way 2 late
Can't you see that I'm the 1
Josie and the Pussycats are a cartoon, so real people were brought it to play on the song. Kay Handley, formerly the lead singer of Letters To Cleo, sang lead. Session musicians played the instruments.
This was featured in the 2001 movie starring Rachael Leigh Cook. Josie and the Pussycats was a cartoon in the '70s spun-off from the Archie comic strip; the later episodes are set in outer space. The movie is a parody of boy-bands and girl-bands manufactured by record companies. The group was created for the movie.
Josie and the Pussycats was created by comic book illustrator Dan DeCarlo, and it was his wife, Josie Dumont, who was the inspiration for the lead singer of the rock band cartoon series, Josie McCoy. She recalled to The New York Times in a 2001 interview that her late husband came up with the idea for the character during a vacation. "We went on a Caribbean cruise, and I had a costume for the cruise, that's the way it started," she said. "The hairdo came after. One day, I came in with a new hairdo with a little bow in my hair and he said, 'That's it!'"
Babyface produced this. It was a bit of a departure for him, since he was famous for working with R&B acts like Mary J. Blige and Boyz II Men.
The stars of the movie took music lessons so they would look like a real band. Rachael Leigh Cook studied guitar, Tara Reid practiced drums, and Rosario Dawson took bass lessons.
Other real musicians contributing to the soundtrack include Adam Duritz from Counting Crows
and Jane Wiedlin from The Go-Go's. Bif Naked sang back-up vocals on this song and several others on the soundtrack.
The writing credits on this song go to Josie and the Pussycats directors Deborah Kaplan and Harry Elfont, and to the musician Dave Gibbs.