Next was formed in Minneapolis when the uncle of Terry "T-Low" and Raphael "Tweety" Brown, who was a gospel choir director, introduced the brothers to Robert Lavelle "R.L." Huggar. Sounds of Blackness singer Ann Nesby groomed the R&B group before handing them over to Naughty by Nature's KayGee, who wrote and produced "Too Close." The idea for the song was sparked "from a conversation we had with several girls at a nightclub," explained T-Low. "It's talking about the club scene, with guys getting out of hand and the female telling him to back up, asking, 'What are you doing?'"