Rainy Dayz

This song was written by Irv Gotta and Ja Rule, produced by Irv Gotti, and released on March 11, 2002 as the fourth and final single from Mary J. Blige’s fifth studio album, No More Drama. Mary’s recording of the song peaked at #12 on the Billboard Hot 100 and #17 in the United Kingdom.

TLC member T-Boz personally declined the song because she felt it was too similar to some of their past work, most notable their #1 hit, “Waterfalls”. One lyric in the song also references their sophomore album, CrazySexyCool (“We were always livin’ so crazy and sexy and cool”).

The song was meant to be included on TLC’s fourth studio album, 3D (2002).

Heartbreak Hotel

This song was written by Carsten Schack, Kenneth Karlin, and Tamara Savage. It was produced by Soulshock & Karlin and released on December 15, 1998 as the second single from Whitney Houston’s fourth studio album, My Love Is Your Love. The track features Faith Evans and Kelly Price, and it peaked at #2 on the Billboard Hot 100.

TLC passed on the song for a variety of reasons, including internal turmoil and creative clashes (Lisa “Left Eye” Lopez expressed frustration over rejected ideas), the song not being aligned with their musical visions (TLC was looking for a different sound and wanted to move on from ballads), production conflict (Soulshock & Karlin sent the song to TLC while they were fighting with their main producer, Dallas Austin), and management believing that the song was not good enough for their album.

The song was initially planned to go on TLC’s third studio album, FanMail (1999).

Where My Girls At

This song was written by Melissa “Missy” Elliott, Eric Seats & Rapture Stewart (the latter two of whom make up the songwriting and production duo Keybeats). The track was produced by Missy “Misdemeanor” Elliott, Eric Seats & Stewart—the same three who wrote it. Featured as the first single from their self-titled sophomore album, “Where My Girls At” peaked at #4 on the Billboard Hot 100 (remaining within the top 20 for more than 30 weeks), #3 on the Hot R&B/Hip-Hop songs chart, and #1 on the Rhythmic Top 40 chart.

Lisa “Left Eye” Lopes of TLC was a proponent of what this song had to offer and wanted to record it. However, both T-Boz and Chilli rejected it against her wishes. After TLC passed on it, Left Eye tried to secure the song for Blaque, a girl group she was mentoring and producing for, but it ultimately went to 702.

The song would have appeared on TLC’s third studio album, FanMail (1999).

…Baby One More Time

This song was written by Max Martin, produced by Max Martin and Rami Yacoub, and released as the title track of Britney Spears’ debut studio album, as well as Spears’ career debut single. The single debuted at #17 and later peaked at #1 on the Billboard Hot 100 for two consecutive weeks (replacing Brandy’s “Have You Ever”).

TLC turned down the song because they felt the lyrics, “Hit me baby one more time” portrayed graphic and inappropriate concepts of domestic violence. T-Boz felt that the song did not align with anything that the group had previously stood for and portrayed in their music. However, the songwriter intended for “Hit me” to mean “Call me” (similar to the colloquial phrase, “Hit me up”).

The song was also passed on by the Backstreet Boys and Five before it reached Britney Spears. It would have been released on TLC’s third studio album, FanMail (1999).