The video was shot in the El Yunque National Forest in Puerto Rico, with photographer Indrani (David Bowie's "Valentine's Day
") directing. The clip features Carey as a topless mermaid whilst a shirtless Trey Songz portrays her lover. The singer told Radio.com
that she she created the concept and chose Indrani to direct. "I would say it was a directorial collaborative effort. Yeah," she said. "It was interesting. We went to the rain forest and that was interesting. Part of the reason was, first of all I love Puerto Rico. One of my favorite places ever and I did my one of my favorite videos, 'Honey
,' in Puerto Rico at the El Conquistador hotel."
"There was a moment where I had to do an additional water sequence with no director, just myself and a camera man on an underwater camera," Carey added. "I was looking at the take at 5 in morning, [the crew were] ready to kill me. But if we didn't have those shots there wouldn't be anything to cut away to, except me."