This was written and produced by The Arkitects. Shawn Campbell and Marshall Leathers formed The Arkitects in 2001 but they had to wait seven years before they achieved their first Hot 100 single. Campbell described how Missy Elliott came to record this track: "We had done the New York circuit for a year and were slowly placing tracks on albums, but the single eluded us. Our manager suggested that we go out to LA to sell tracks as well and to introduce our selves to the music scene out there as well. We decided to go during the BET awards and that is when it happened. We just didn't know it. So our last meeting of the day was at Atlantic Records. We went in to see an A&R who's name I won't give. He had a rep as an a--hole, but we had never met him before. Half way through the meeting we were ready to leave. He was playing on the computer, picking up the phone, ordering food all while we were playing him our beats!!! I leaned over and whispered to my manager, 'Lets get out of here, this dude is playing us man.' Our manager recommended that we stay. We weren't used to that type of reception. People usually found a track that they liked, but this guy didn't even seem to blink. So we play all of our tracks and leave. I was frustrated and annoyed. We got on the plane feeling as if we had wasted our time. I remember telling Marshall that at least we had got to see L.A. so it wasn't a waste right?

So almost a year passes and we almost completely forget about the LA trip. About 3 months ago, my manager calls me and says, 'that A&R we met at Atlantic is on the phone and says that he needs your lawyer's name to get you your contracts. Missy wants your track for a single!' We were stunned. We didn't even know which track it was so much time had passed. I guess he WAS listening! So we do the contracts but keep hearing that the song is no longer the single, then it was, then it wasn't. We decided not to think about it because it would drive us crazy. Then 2 days before it hit the internet, we heard that it was official.The first time I heard it on the radio, I pulled over and tried to keep a straight face. I didn't want to cry. It was a feeling that as wordy as I am, I will never be able to describe!"

Leathers hails from Portsmouth, Virginia, the same city where Elliott was born.

The video, the first ever 3D music promo in history, was directed by Elliott's long-time video collaborator Dave Meyers and featured the Japanese dance group U-Min. Meyers co-directed the promo for Elliott's "Lose Control," which won the 2006 Grammy Award for Best Short Form Music Video.