Following the commercial success of PCD (2005),[1] and over the course of two years (2005–07),[2] Scherzinger recorded 75-100 songs for Her Name Is Nicole, her planned solo debut album.

[4] She stated that she enjoyed collaborating with many different artists and that although she had been writing songs for over ten years, she felt as if she was at a different level while working with such A-list writers and producers.

[6] During the process of recording Her Name is Nicole, Scherzinger would state that many of the songs were better suited to the Pussycat Dolls including "When I Grow Up".

[8] The Yardbirds' drummer Jim McCarty and bassist Paul Samwell-Smith both received co-writing credits for the song, for its sample of "He's Always There" (1966).

[8] Built around "bouncy synth lines" and a "thudding" bassline,[14] the song features a heavy use of sirens, handclaps, and pitch-shifted vocals.

[15] Jaime Gill from Yahoo Music UK described "When I Grow Up" as a "dark, dissonant club banger",[16] while Rudy Klapper from Sputnikmusic compared the song's composition to that of Basement Jaxx's 2003 track "Plug It In".

[14] "When I Grow Up" contains a sample of the main riff of "He's Always There" by British rock band The Yardbirds, from their third studio album Roger the Engineer (1966).

[13][19] MTV News commented that the song contains a theme that is "getting plenty of traction these days – beware the high cost of fame.

"[13] Meanwhile, group member Melody Thornton said of the song's concept: "If you strive for higher and bigger things – along with that – comes hard work and dealing with a lot of stuff that you'd never assume you'd have to.

He noted that the "anonymous nature" of the group's vocals and "sexual lyrical tease" is starting to wear thin, stating: "This is more of the same, not a step forward".

[22] Nick Levine from Digital Spy echoed Lamb's comments, noting that the song is a "bolshy, hyperactive pop stomper that works just as well in the aerobics class as it does on the dance-floor."

"[20] August Brown from Los Angeles Times called the song as the "ideological centerpiece" of Doll Domination.

[47] Sal Cinquemani from Slant Magazine described the song as a "catchy, full-throttle club track" and commented that it is "a perfectly concocted blend of camp and vamp for the famous burlesque troupe".

It's hella catchy, and really, who's the bigger fool here – the Pussycat Dolls lyricist who wrote some vaguely nonsensical lyrics, or the reviewer who expected anything different?

"[19] Dan Cairns from The Times said that "if every song here were as batty and brilliant as this, Doll Domination would be one of the great pop records of 2008.

"[50] The song has been parodied on the video-sharing website YouTube including a spoof called "I Wanna Be a Pussycat Mom" posted by The Momma Mary Show on September 9, 2013.

[51] On June 3, 2008, the song was parodied by YouTube superstar Britney Houston as she recreated herself as part of the "Britneycat Dolls" and commented, "When I do these things, I [usually] try to give a twist to the choreography.

[citation needed] American recording artist Britney Spears filmed a cameo appearance for the video on June 4 at the Warner Bros. lot in Los Angeles.

[66] In the video, the Pussycat Dolls are shown sitting in a car in the middle of a traffic jam, where Scherzinger flashes a ring that says "famous".

During Scherzinger's solo, she stands in a small area with the Pussycat Dolls logo to the left and a mirror to the right, with lights flashing.

The Dolls then dance in the breakdown section with the logo behind them and the camera zooms out to reveal filming equipment and playback screens.

Nick Levine from Digital Spy, wrote that: "The Pussycat Dolls have a novel way of amusing themselves during traffic jams" and described the dance breakdown as "entertaining" and "nostalgic".

"[13] The girls performed wearing spandex-and-leather getups,[74] while a backdrop was displayed in the background with images of flashbulbs, tabloid headlines and diamonds.

[75] They were joined by America's Best Dance Crew winners the Jabbawockeez who descended from the ceiling wearing matching red T-shirts with stark-white masks covering their faces, and baseball caps perched at 45-degree angles atop their heads.

[74] Of the performance, Geoff Boucher from the Los Angeles Times commented: "the Pussycat Dolls' set climaxed with a powerful pyro display that left celebs in the first few rows feeling a bit roasted".

"[76] He also wrote that Scherzinger never commanded the song except on "the cut's final seconds when she turned her vocals up to a growl" and noted JabbaWockeez's appearance as "annoy[ing]".

[79] On August 2, 2008, the Dolls performed the song and presented at the MTV Asia Awards 2008 in Kuala Lumpur, Malaysia, along with "Buttons" (2005).

[80] The group then performed the song at the Walmart Soundcheck, along with "I Hate This Part", "Takin' Over the World", "Buttons" and "Don't Cha".

Maureen Ellis of the Evening Times said that the "high-energy encore of 'Don't Cha' and 'When I Grow Up' ensured the Dolls reigned supreme.

"[83] On November 26, 2019, they performed "When I Grow Up" in a medley on The X Factor: Celebrity with "Buttons", "Don't Cha" & "React" to promote their 2020 reunion tour.