Rico Wade: “'Waterfalls' was written by my childhood friend Marqueze Ethridge. We got T-Boz to come demo the song before we even told LaFace Records about it, before we even told them we had a song for TLC. We were just working on it and was like, 'Yo, this would be perfect for TLC.' Cause Tionne [T-Boz] was somebody we knew already, we just called her and told her, 'We got this song for you, T. Come up here.' We wrote that song while working on an OutKast record—I can't remember which one. But Marqueze was hanging out in the studio with us while we were working on the OutKast song, and he came into the studio like, 'I got this melody for something.' He sung it and I was like, 'Yo, that's hot.' Ray was working on beats, and I told Ray about what Marqueze had and we started working on that idea. We just did it on the side while we were doing other stuff. And then we called Tionne and was like, 'Come sing this.'
"The horns in the song was live. Our engineer, Neal Pogue, is the one who put the horns on there. He just sat there with us in the studio because he was so into it. As you can tell, the horns were very pop. But we were at that point in our career where we wanted to bring everything back that was analog, and live horns and whatnot. I was there when TLC recorded their vocals, but I don't really like sitting on the vocal sessions cause I'm not a singer. It's boring to me. That's not what I do. Plus, you don't want to mess up the singer's vibe or anything and you can't say, 'That's fucked up,' you got to say it nicely like, 'Do that again, that was nice. One more time, that wasn't really it, one more time…' I don't want to sit through all that. So we bring in somebody to sit there and do that. We hire people to hold their hand. When L.A. [Reid] heard the song, he went crazy."