The origins of Guy III started as far back as 1995, when the trio reunited to record the song "Tell Me What You Like" for the soundtrack to the Fox television series New York Undercover.

While recording in Trinidad, the album plans came to a halt when lead singer Aaron Hall refused to record the song "No Diggity", which would end up becoming a huge hit for Teddy Riley's second group Blackstreet the following year.

[2] However, in a 2012 interview with Vibe Magazine, Riley blamed the failure of the album on the label.

By the time they released the second single "Why You Wanna Keep Me From My Baby", Riley left the group again.

[4] In an ironic twist on the album, a few of the songs were co-produced by Walter "Mucho" Scott and Daryl "Dezo" Adams.

The two men were former members of Basic Black, a group discovered by Riley's former mentor/manager Gene Griffin a decade earlier.