Though the song wasn't directly inspired by the late Aaliyah Haughton, the R&B icon did end up being Katy's muse for the track. "How that came about was that the beat I got immediately transported me to a club where everyone was looking hot," she explained to MTV UK, "and then there's this girl, sexily dancing. My boyfriend is the DJ and he's playing for her and I'm watching her dance, so the song developed that jealousy theme."
"I wanted it to be about a girls name – like 'Jolene
' by Dolly Parton but a modern version," Katy added. "To find the right name I looked on my iTunes and of course Aaliyah came up first, so her name became the temporary title, but as the song progressed I was just picturing her in my head and she actually became the character of the song. I wanted the song to have an effortless sex appeal, like her."