When Lil' Mo was going to record the first single to her debut album titled "Superwoman (Part 2)", she asked DJ Clue for Fabolous to do the track with her after hearing him on one of Clue's mixtapes. She had previously worked with Jay-Z and Ja Rule, but wanted Fabolous on the track, despite only hearing him on a mixtape.
Directed by Erik White, the music video starts with Fabolous creeping back into bed in the morning with one twin sister, after spending the night with the other twin. It continues showing him with the two women in similar places, expressing his admiration for both, even buying two copies of a necklace for each twin. Mike Shorey and Lil' Mo sing the chorus after each dating scene. At a restaurant, the two women confront each other, then confront Fabolous and begin to argue. The video then switches to a song titled "Damn", where Fabolous is rapping in front of lighted letters that read "damn" while women dance behind him.