Featuring guest vocals by Trinidadian rapper Nicki Minaj, the song was written by her, Usher, Ester Dean, Blac Elvis and Polow da Don, the latter two producing the track.

Carrying a dark tone, composed of heavy bass beats derived from R&B and hip hop music, the lyrics are about the thrill of orchestrating a ménage à trois in a club.

In an interview with MTV News when asked if he was just entertaining, Usher said the song was based on real life, stating, "Yeah, I mean, I wrote about it.

"[2] Usher reiterated his statements in another interview with Access Hollywood, and when asked if he thought the racy lyrics would raise eyebrows, he said it would, commenting that that was an objective of the song.

[4] The song is midtempo, with supported by heavy bass beats produced by Polow da Don, which Prefix Magazine called "Jurrasic Park synths".

Chris Ryan of MTV News said "Usher pairs off with current queen MC Nicki Minaj, and the two glide over Polow Da Don's minimal bass beat.

"[6] Tom Breihan of Pitchfork Media called the heavily manipulated "Living for the City" sample, "a monstrous swirl of orchestral exoticism".

[7] Minaj makes several puns in her lines, one of them referring to Santa Claus's reindeer in a runthrough which Prefix Magazine reviewed negatively.

Andrew Winistorfer of Prefix Magazine thought that Usher should have gone with "Lil Freak" as the album's first big single, saying, "It (OMG) doesn't come close to matching the filthy heights of "Little Freak [sic]..."[9] He also said the song was "by a wide margin, the best track to be leaked from Usher's long-delayed Raymond vs. Raymond album".

He also called the song "nothing short of freak nasty," and "is so full of sexy sexuality that it's enough to make Tiger Woods blush".

[5] Vibe magazine commented that "wedding ring is definitely off on this Usher cut", and that Nicki Minaj stole the scene in the song.

Usher and Minaj shot the music video on March 9, 2010 in Los Angeles with director Taj Stansberry, represented by Leah Harmony and Ciarra Pardo.

[22] The video begins with a woman walking in a tunnel, and she enters and elevator with Minaj, sporting a Cruella de Vil hairstyle, and other women.