Kanye West and Common guest on this track; West produced it. The song samples Lady Gaga's international smash hit "Poker Face
." Kid Cudi's mentor Kanye West, who co-wrote this track, told MTV News that he was attracted to Lady Gaga's record when he discovered it's true bi-sexual meaning. However, it was when he saw her perform a different version of "Poker Face" on the Internet that he was inspired to sample the song.
He explained: "When I saw that YouTube, that's what made me fall in love with the song - when I saw her play it the acoustic version. I could hear all the melody lines. On the 'Poker Face' single, she sings it straightforward, almost, like, ripping it or chanting it. But this [acoustic version], you hear the Broadway melodies run up and down. I was inspired by that. I wanted to sample it. I thought it was really dope - just on some hip-hop, 'Say when I p-p-poke her face.' All the backstory to the song is really controversial. When I found out that her actual song is about her making love to her boyfriend but really thinking about her girlfriend, I was like, 'Oh, that's crazy.' For us to even flip it to another level and challenge people's opinions, that's it."