3LW spent the first half of 2002 in the studio, recording an album tentatively titled Same Game, Different Rules.
The album and its intended lead single "Uh Oh" were presented to the label, who felt it did not have enough urban radio appeal.
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Adrienne Bailon first became publicly known when she rose to fame as one of the founding members and singer of both 3LW (1999–2007) and The Cheetah Girls (2003–2008).
Bailon recorded a debut solo album which was later shelved.
Adrienne met Julissa on the set of the 2006 film All You've Got.After the second single released from the album, "Neva Get Enuf", underperformed, auditions were held across the country for a new third member.Jessica Benson made the cut and joined 3LW in early 2003.In 2001, 3LW recorded a song with various artists including Michael Jackson, Usher, Beyoncé, Luther Vandross, Celine Dion and Mariah Carey in response to the 9/11 attacks called "What More Can I Give".In late 2001, they collaborated with Lil' Romeo and Nick Cannon for "Parents Just Don't Understand" on the Jimmy Neutron, Boy Genius soundtrack.Currently, Bailon is one of the hosts of syndicated talk show The Real along with former fellow Disney Channel star Tamera Mowry, Jeannie Mai, and Loni Love, which premiered on July 15, 2013.Martin asked for the four best singers in the group, and Bailon was one of the four elected by Martin to perform as back-up singers as part of his Livin' la Vida Loca Tour concert show later that night.Following the performance, Bailon became a member of the girl group 3LW.Bailon stated that she was spotted by a producer while on a field trip to Beth Israel, and was later offered a slot in the female trio.According to a cover story for the October 2002 issue of Sister 2 Sister magazine, Kiely & Adrienne said they received death threats and that they had to beef up security.The departure of Naturi greatly affected the group's popularity and album sales.