Petey Pablo recorded the rhymes for this Southern hip-hop song over a synth and crunk production by Lil Jon. The Atlanta producer had originally earmarked his beat for Usher's 2004 single "Yeah!
." However, the production was given to Pablo by Jive Records without Jon's knowledge. Once "Freek-A-Leek" started getting substantial airplay on Southern hip-hop radio, Lil Jon had no choice but to let Pablo keep the track and create an entirely new instrumental for Usher.