This was written by Madonna, Justin Timberlake, Nate "Danja" Hills and Timbaland.
Madonna: "This is the first song I wrote with Justin. It's definitely a song people in my business can relate to. All of us in the studio were like, 'Yeah, I get that.'"
This song has a melody that resembles Timberlake's FutureSex/LoveSounds, an album that co-producer Danja Hills told Rolling Stone magazine that Madonna admired. He added that he worked on the album in London and that Madonna indicated "she just wanted uptempo, dance, club [sounds] and everything to have a hip-hop underlining." He then went on to say that Madonna was easy-going and frequently in the studio, putting in long hours alongside himself, Timbaland and Timberlake: "She would come in and sit in her chair in the corner and just vibe with us."
Madonna told the Sunday Telegraph that this song about a long-distance relationship was inspired by her marriage to Guy Ritchie: "That's a song most people who work can relate to. If part of your work is traveling, and the person you are with also works and travels, you find yourself separated a lot and it can be very frustrating. I'm American and he (Ritchie) is British, and I have to come to America all the time. Especially at the beginning of our relationship, that long-distance thing was very frustrating. I also think it's easier for people to say things from a distance; it's safer.''
According to Interview magazine Madonna briefly picked up a guitar during her recording of this with co-producer Timbaland but her efforts were subsequently double tracked by one of Timbaland's musicians.
Thanks to a lack of promotion by Madonna's record company, this only reached #39 in the UK chart. It was the first time in the American singer's pop career that she released a single which did not make the UK Top 20.