The lyrics of the song were inspired by Justin Timberlake's "Cry Me A River
." Cathy Dennis originally offered the song to Britney Spears, who turned it down on the grounds that she felt people would assume she was singing about her ex, Justin Timberlake. A few months later, Dennis still had not found someone to perform the song, so she offered it to Rachel Stevens, whom she had worked with when Stevens was a member of teen band S Club 7. Stevens agreed to record it and released it as her first single.