"Waterfalls" is an R&B song, written by TLC band member Lisa "Left Eye" Lopes with Marqueze Etheridge and Organized Noize, who also produced the song. Rozonda "Chilli" Thomas and Tionne "T-Boz" Watkins perform the song with Lopes, who also provides a rap. The background vocals are performed by the members of TLC, as well as Debra Killings and Cee-Lo Green while the improvised bass line is provided by LaMarquis "ReMarqable" Jefferson. Of Green's involvement, Watkins noted, "He was in Goodie Mob, we grew up together, we go way back. He (sang on the track) and it was amazing! I love his voice."