American songwriter and producer Christopher "Tricky" Stewart convened with Terius "The-Dream" Nash and Kuk Harrell in January 2007 at the Atlanta-based Triangle Studios to create new material. In the studio, Stewart was "messing around with a walloping hi-hat sound", which he found in the free music software GarageBand, which is included in all Mac computers. With his attention caught by the sound, Nash asked Stewart what he was doing: "Oh, my Gosh, what is that beat?". When Stewart incorporated chords onto the hi-hat, "immediately the word popped into head"; he went to the vocal booth and started singing. Nash wrote the first two verses and the chorus over Stewart's skeleton track. They quickly wrote the lyrics, completing the first verse in 60 seconds. They continued into writing, adding the hook while "[Stewart would put the next chord". In a matter of hours, they had recorded a demo of the track. The song was written with American pop singer Britney Spears in mind, whom Stewart had previously worked with on her 2003 single "Me Against the Music". Stewart and Nash thought that Spears, who had "her personal life ... a little out of control" at the time, needed a hit as a musical comeback. Spears was working on her fifth album, "Blackout", so they sent a copy of the demo to Spears' management. However, Spears did not hear of the song because her label rejected it, claiming they had enough songs for her to record.