Levine and West were on a flight to the 2004 MTV Europe Music Awards held in Italy when they met for the very first time. The two artists were sitting in first class on the flight when West approached Levine with his iPod, introduced himself and played "Heard 'Em Say" for him. He had been keeping a demo on his iPod alongside other tracks intended for his forthcoming sophomore effort since he enjoyed playing new music for people. On his part, Levine had ready a chorus he'd written but was hesitant to use because he was unsure if his band's fans would like it. Levine recalled, "He started playing me stuff on his iPod — which was far fancier than my iPod — all this new material for his record, and I was really excited about it in general. Then he played me this song that was kind of what 'Heard 'Em Say' eventually became. He was rhyming over it, and I had just written a hook that was so perfect for it. It was one of those natural collaborations where you're so excited because it's all very pure and very easy." According to West, "And I played it for him and he said, 'Yo, this reminds me of a song that I wrote but I don't know if my band will want to do it. It sounds kind of R&B. But I want to do the song.' I said, 'Yo, we should work together. And that's all it was." Levine further stated, "He was just getting big too. And he played me this record. Like, 'Hey, I’ve got this record. Do you want to write a song together?' On a plane. You know? And I said, ‘Yeah, sure.’ And that was it. The next thing I knew we were in the studio making the record and it was that easy."