As part of Gwen Stefani's vision of creating "a silly dance record", she had worked with The Neptunes (Pharrell Williams and Chad Hugo) during the early stages of writing songs, including "Hollaback Girl" for her debut solo album Love. Angel. Music. Baby.; however, a case of writer's block resulted in reportedly uninspired collaborations. As the album neared completion, Stefani regained her confidence and booked another session with The Neptunes. Stefani flew to New York City to meet up with Williams, and after finishing two songs within a week, Stefani ended the session early and prepared to return home. A few minutes later, Williams called her back into the studio to write another song. Stefani said, "I was tired. I wanted to go home, but he was like, 'Don't leave yet.'" When she returned to the studio, Williams began to play Stefani his first solo album, and she became envious. Excited by his material, she decided to write another song with Williams, despite her opinion that the album already contained far too many tracks.
To search for inspiration, Stefani and Williams had a lengthy discussion in which Stefani said that she had yet to write a song about her intentions for pursuing a solo career. She remarked how the album was missing an "attitude song", and she recalled a derogatory comment that grunge musician Courtney Love had made about her in an interview with Seventeen magazine: "Being famous is just like being in high school. But I'm not interested in being the cheerleader. I'm not interested in being Gwen Stefani. She's the cheerleader, and I'm out in the smoker shed." Stefani responded to Love's comments in the March 2005 issue of NME: "Y'know someone one time called me a cheerleader, negatively, and I've never been a cheerleader. So I was, like, 'OK, fuck you. You want me to be a cheerleader? Well, I will be one then. And I'll rule the whole world, just you watch me.'" The song uses the lyric and a melodic interpolation, of "Another One Bites the Dust" by Queen, referencing the common usage of the song at sporting events, aimed at losing opponents, with Stefani's antagonistic stance likely aimed at Love.