Brown recalls sitting on the porch of her one-level house in Queens listening to the Shirelles' track play through her open window. A group of children skipping rope on the sidewalk picked up the song's main hook before Brown, hearing the children singing "Oh no not my baby" as they skipped, gave Brown the idea for the song's melody. Brown recorded her vocal over the Shirelles' track with the group's vocals erased; Dee Dee Warwick provided the harmony vocal on the chorus.