It was written and produced by Sean Combs and Mario Winans for Evans' third studio album Faithfully (2001) and is built around a sample of "Phone Tap" as performed by The Firm and penned by Nas, Anthony Cruz, Chris Taylor, Jermaine Baxter, and Dr. Dre.
"You Wouldn't Believe" is a single by the band 311 that was first released on their album From Chaos in 2001, which has a music video featuring Shaquille O'Neal.