In a Songfacts interview with Limp Bizkit guitarist Wes Borland
, he explained how this song came together, and where the title originated. Borland explained:
"'Nookie' happened at the end of another song. On one of the other songs on the album we started jamming. Lethal [Limp Bizkit's DJ] had a beat, and I was playing guitar. We started playing, making up this outro on the spot to a different song, and went, 'Whoa, this is really cool,' and we made up a quick verse/chorus. And we were like, 'Okay, what's the working title of this one going to be called?' The beat was sampled off of an Italian porn movie from the '70s or something, that Lethal had in a library. It was like, 'That beat's from a porn movie, we should call this song 'Nookie.''
Then Fred came in the next day to the studio and I was like, 'We've got to show you a song, we're calling it 'Nookie' just for the time being.' And he was like, 'Okay.' And then he flipped out and went, 'Dude, that's the name of the song! I'm going to use that as the lyrics.' And that was it."