Lemar told The Sun November 7, 2008 that the inspiration for this up tempo track came from an incident that happened when he was partying. However he refused to identity the woman in question. He said: "That would be telling! There are a million times you go out and there are ladies looking fine and that girl in that club is breaking hearts!"
This was produced by Jim Beanz (Timbaland, Justin Timberlake, Nelly Furtado).
Robin Thicke and his mom, Gloria Loring are the first the first ever mother-and-son to have both tallied top 10 singles on the Hot 100 as solo artists or duos. Loring reached #2 with Carl Anderson in 1986 with "Friends and Lovers" and Thicke topped the chart in 2013 with "Blurred Lines."