Marsha Ambrosius of the English neo-soul duo Floetry wrote this ballad when she was still at school. She and her Floetry colleague Natalie Stewart both attended the Brit School for Performing Arts & Technology. They met Jackson through John McClain, DreamWorks's senior urban executive who also manages Jackson. Jacko heard this song and decided he wanted to record it.
Jackson invited the two Floetry girls to the studio to the studio, and asked for their input on the recording of the song. Natalie Stewart of Floetry told Yahoo: "It was incredible because he asked, he continually, asked, 'Marsh, what's the next harmony? Girls, does this sound right? What do you think? Is this what you were looking for? He was so open."
Marsha Ambrosius told Yahoo that it took a few minutes for her to calm down. She recalled: "To begin with, I was kinda shook. Because you don't realize how you're going to feel until you're put in that kind of situation. I had the tears in my eyes and got kinda nervous. But as I got into it, I realized it was work, it was a job. I had to vocally conduct a legend."
Ambrosius told VH1 that Stewart had a dream that the two girls were in a limo with Michael. She continued, "He was singing a song and it was like, 'Oh, I like that song.' A year later, we're in the studio cutting 'Butterflies' with Michael Jackson."
A year after this appeared on Invincible, Floetry's original version was included as a bonus track on the English version of their debut album Floetic.
Michael Jackson has said that this is his favorite song on the album.
The song was inspired by Marsha Ambrosius' own "butterflies." "I had a crush on a guy In London and I had butterflies in my stomach. I was too shy to tell him," she admitted to The Boombox
. "The song came easy. I was in the studio with Michael about two months after I arrived in America from England. Unbelievable."