Hilson said of this song in an interview with Entertainment Weekly: "It's really just my female anthem for men who don't wanna do right or act right. I'm saying, 'Look, if you don't get it together I'm gonna be with someone else. how does it feel picturing me with someone else?"
Timbaland produced this track. Hilson got a big break when Timbaland used her on vocals for his song "The Way I Are."