Commissioned following the delay and subsequent reconstruction of Monica's third album All Eyez on Me (2002), the song is built around excerpts of the composition "It's a Terrible Thing to Waste Your Love" (1976) by American vocal group The Masqueraders.

A demo version of the song, featuring vocals from West, titled "Apologize" would later be found on an unofficial 2005 mixtape Freshmen Adjustment.

"[4] Commenting on the recording process, she added: "She [Elliott] doesn't have any fear [...] When she goes in the studio, her goal is to be creative and to give something new and she could care less what else is current.

AllMusic editor Andy Kellman felt that the song, along with Elliott's other contributions on the album, provides "a bulk of the most exciting material, with just the right amount of swagger added to the singer's more wide-eyed personality of the '90s.

"[5] Melisa Tang from The Situation called Monica's vocals "exceptional" and felt that she "does a pretty decent job" at emceeing on the track.

"[7] Elias Light from Rolling Stone named the song "the centerpiece" of parent album After the Storm and complimented West's production on the track.

[13] It was filmed in various locations throughout Miami, Florida in mid-late July 2003, and widely serves as the sequel ("Part II") to the visuals for "So Gone", the first single released from After the Storm, also directed by Robinson.

[12] The video features a second appearance by actor Derek Luke, who plays Monica's boyfriend, and intercuts a clip of simultaneously released club single "Get It Off" with a dance scene.