This song features and was co-written by American singer-songwriter Priscilla Renea, who has also penned tunes for Selena Gomez ("Who Says") and Rihanna ("Watch n' Learn").
Regarding the inspirations for this song, Mika told the streaming site, Spotify: "When you mix influences like Beck and the musical Annie together you can't go wrong, or you can only go wrong I don't know, same difference."
The album version is based on the song "Popular" from the musical Wicked. It was written by the composer Steven Schwartz for the first act and is sung by the character Galinda in an attempt to help her unpopular roommate Elphaba become more likable.
For the track's single release Mika changed the arrangement and rewrote some of the lyrics to remove the expletives. He also removed Renea's vocal contribution and replaced her with American actress and performer Ariana Grande.