Songfacts®:

• This simmering track finds Jeremih telling his girl to keep her mouth shut about the things they do together in the bedroom. He interpolates Snap!'s Eurodance hit, "Rhythm Is A Dancer," which was the biggest selling single of 1992 in the UK and also reached #1 in many other European countries.
• DJ Mustard, the Californian producer behind such Ratchet hits as Tyga's "Rack City" and 2 Chainz' "I'm Different" supplied the pinging beat.
• YG delivers a lecherous verse, in which he boasts about the sex he's having with a girl, who is cheating on her boyfriend. DJ Mustard is YG's official DJ, and producer of many of his songs including the Compton rapper's hit single "My Hitta."
• Speaking during a Billboard The Juice podcast, Jeremih explained that he was inspired to record the song after seeing the success of Kid Ink's "Show Me," with which he was originally involved. "When I was creating 'Don't Tell 'Em,' I was feeling a way because I was a part of the 'Show Me' record, with Kid Ink and Chris Brown, as far as from the writing side," he said. "I was actually on that song before Chris. Nobody really knows this: The day I wrote 'Don't Tell 'Em' was the day 'Show Me' went #1. It was like, 'Man, can you believe the song that I helped on and that I was on, went #1?' I was like, let me make my own..."
• The "hey... hey... hey" background vocals are an element that was used in a number of hit songs around this time to add texture and create a communal atmosphere. You can hear similar vocals in Maroon 5's "Animals" and Nicki Minaj's "Anaconda."