While recording Rock Steady, the group aimed to work with a variety of musicians during sessions, unlike the processes they had endured for previous albums.

Critics made comparisons between "Making Out" and Stefani's guest appearances on Moby's "South Side" in 2000 and Eve's "Let Me Blow Ya Mind" in 2001.

Following the release of the band's fourth studio album, Return of Saturn in 2000, No Doubt set out immediately to begin work on their then-untitled fifth record.

[2] The track was recorded using the digital audio workstation program Pro Tools, which allowed the group to easily work with other producers in Jamaica and London simultaneously.

[8] Jesse Berrett from Spin referred to the song as an example of the consistent presence of new wave music on Rock Steady; he also noted the use of synths in "Making Out" and described it as a "squirt [of] Europop".

[11] According to the official sheet music published by Musicnotes.com, "Making Out" is set in common time and has a moderately fast dance tempo of 120 beats per minute.

Clif Norrell serves as head engineer, assisted by the team of Jeff Kanan, Jennifer Young and mix editors Matt Fields, David Treahearn, and Keith Uddin.

[14] Disappointed by the absence of her man, she rejects his acts of kindness ("The flowers arrive to my surprise / But that just ain't good enough") and instead conveys a feeling of lovesickness.

[8] Some reviewers drew comparisons between "Making Out" and Stefani's solo work up to 2002, such as her guest appearance on the remix of Moby's "South Side" (2000) and her duet with Eve titled "Let Me Blow Ya Mind" in 2001.

[17] Eden Miller, writing for PopMatters, made this juxtaposition as well and considered it a favorite among the Rock Steady tracks for sounding exceptionally personal.