This is the second track on Shock Value II, to feature the rapper Bran'Nu a.k.a. R&B singer Brandy Norwood. (The other song to feature her is "Meet in the Middle"). Brandy told MTV News that she penned her own verses for both numbers. "I had a blast," she said. "I wrote my own verses. Anything I did, I wrote myself. It was a great experience. I got a chance to be another part of myself. He even allowed me to mix in the singing with the rapping. It feels good. It feels like this is what I'm supposed to do. This is a reinvention for me. I'm excited about it."
Brandy told MTV News she used to just rap for fun, but when Timbaland saw footage of her rapping on the Internet, he wanted to try her out in the studio. "I was rapping as a hobby. It was something I did for my friends and just played around on ideas and stuff like that," she said. "Timbaland saw the video, 'cause I posted it on my YouTube. He called me. He was like, 'Yo, you have to do this. You have to come to the studio. Let's see how you sound.' So I went to the studio, and we did a smash. It was incredible. All I could think about was, 'I just wanna blow him away. I wanna make him proud, because I really wanna sign with Timbaland and spend the rest of my career making music with Tim.' It was an interesting process. Like I said, I'm excited. It's different from anything I've ever done. To be right by his side is amazing."
The song also features vocals from rappers D.O.E. and Atitude.
This song interpolates New York Hip Hop producer Marley Marl's "The Symphony," which features Masta Ace, Craig G, Kool G Rap and Big Daddy Kane.