Songfacts®:

• Timberlake wrote this song with his producers Timbaland and Nate Hills. This is a song about a relationship that collapses because of cheating. Speculation was that Timberlake was singing about his ex-girlfriend, Britney Spears. Justin explained that the song was written for his best mate Trace Ayala, who was dating the actress Elisha Cuthbert. Trace let a friend crash at his place, but this friend took up with Cuthbert - something Ayala found out about from a tabloid. "Don't want to think about it, don't want to talk about it" was something Justin told Trace that made it directly into the song.
  
  Cuthbert was known for her role as Kim Bauer in the American action-thriller television series 24. She also starred in the video for Weezer's 2005 single "Perfect Situation" where she played the lead singer of fictional group Weeze. In 2012, she married the hockey player Dion Phaneuf - not the guy who stole her from Ayala.
• At the Grammy awards in 2007, Timberlake said: "It's definitely a special song for me. It was one of those songs where the words kind of flowed out. It was based on an experience that one of my best friends went through. It's the first song I did with Tim (Timbaland) on this record. I honestly feel that this is the best song that I've written so far." Timberlake performed this song on the telecast, which was not eligible for the awards that year, but did win in 2008 for Best Male Pop Vocal Performance.
• The song's music video starred the actress Scarlett Johansson and was directed by Samuel Bayer, who did the Nirvana "Smells Like Teen Spirit" video. It was more of a mini-movie, running 9:22 with Johansson chosen for her acting skills as well as her looks. The clip won the 2007 MTV Video Music Award for Best Direction, but the shoot left a trail of destruction: Justin broke a finger in a fight scene with the actor Shawn Hatosy, and Johansson was bruised up in the scene. According to Bayer, Timberlake got very intense in the scene, where he walks in on Hatosy and Johansson kissing.