Songfacts®:

• This was co-produced and co-written by the Swedish duo Bloodshy & Avant. The Swedish duo also co-wrote and produced Spears hit singles "Piece Of Me" and "Toxic."
• This song is the first to be featured on two different studio albums by Britney Spears; It appears on Blackout (2007) and on Circus (2008) as a bonus track. >>

  Suggestion credit:
  Mohammed - D, Bahrain
• This was released as the fourth single from Spears' Circus album, following "Womanizer," "Circus" and "If U Seek Amy."
• The song's music video was directed by Dave Meyers, who had previously worked with Britney on her clips for "Boys" and "Lucky" as well as the commercial for her Curious fragrance. In the video, Spears is torn between two love interests, a polo player and a wealthy guy. Meyers explained to MTV News that when he met up with the singer to discuss what he had in mind, he had a specific vision: to show the world Britney's "classy side," instead of the sexed-up Spears that most of her clips portray. He said: "I thought, 'It's not the first single [from Circus]. Let's be a little experimental and push to not have her around dancers.' I feel, I guess, that the videos are a chance for her to vocalize a sense of herself. The media tends to attack her, so I thought, 'Let's show the classy side of Britney and focus on a classy experience, very European-inspired.' And she's at the point in her career where I think this would be a nice step."
• The promo was inspired in part by Madonna's 1994 lavish "Take a Bow" video. Meyers told MTV News that he believes Britney's career has followed Madonna's in some ways. Much like with Madonna, when Britney does something, "Everyone seems to watch." He added: "She kind of filled [Madonna's] shoes. [But] everything is done in a Britney way. She's not Madonna, and Madonna is not Britney. It seems like Madonna made the same choices that were right for her at the time, to class her up when she had just done a sexpot video. She was riding that image train too. She was leading that image train, and I think that Britney has done that as well."
• Myers recalled to MTV News that Britney got nervous around the guy playing her lover (not her official boyfriend) in the video. However the director added that shyness captured the essence of the singer. "She was really shy with this guy. She's really pretty here too," he said. "I think it's the Britney a lot of us know and love. It was nice to bring that out in her."