Lady Gaga originally wrote the song "Telephone" for Britney Spears. Spears later recorded a demo version of the song but the demo version later leaked. Lady Gaga later wrote the song as a collaboration with Beyoncé Knowles for "The Fame Monster". Gaga said, "I wrote it for her [Spears] a long time ago and she just didn't use it for her album. It's fine because I love the song and I get to perform it now." Additionally, the guest vocalist was originally going to be Spears, but ultimately Gaga made Knowles the featured vocalist instead. The main inspiration behind the song was Gaga's fear of suffocation as she felt that she seldom found time to just let loose and have fun. 