The song features the debut appearance by then-unknown Fabolous and remixed production by hip-hop producers DJ Clue and Ken "Duro" Ifill.

1" version failed to attain successful radio airplay, Elektra Records had no other choice but to push Lil' Mo's debut album back to a later release in 2001.

[7] Since she was in Los Angeles, Mo had a deadline to transfer her vocals via a CD to give to DJ Clue at a New York airline.

The video then cuts to Lil' Mo working as a waitress in the diner where she spots her love interest (portrayed by Jensen Atwood) exiting to attend a county fair.

The latter of the video then shows Mo in her infamous blue braids while playing at a bowling alley to gain the affection of her love interest.