A Girl Can Mack

3LW spent the first half of 2002 in the studio, recording a follow-up to their eponymous debut album. Their second album, tentatively titled Same Game, Different Rules, was set to be released mid-2002, and its lead single "Uh Oh" was presented to the label, who felt it did not have enough urban radio appeal.[1] The tracks from Same Game, Different Rules were leaked to the Internet in MP3 format, and Epic considered dropping the girls. A fan support campaign for 3LW named 'Never Let Go Of 3LW' (after their song "Never Let Go") gained traction, and the act was retained, although Same Game, Different Rules remained shelved.

Recording a new set of tracks, the group returned in the summer of 2002 with the P. Diddy-produced single "I Do (Wanna Get Close To You)", featuring Loon in June. That same summer, the group performed a concert special on Nickelodeon titled Live on Sunset.

By the summer of 2002, when the group was set to release its newest LP, A Girl Can Mack, member Naturi Naughton had left the group, [2] alleging that she had a number of conflicts and arguments with Bailon, Williams, and their management, which led to a heated argument in August 2002 involving an altercation with KFC food.[3][4] Not long after, Naughton claimed that she was forced out of the group.[5]

Williams and Bailon continued as a duo while using the "3LW" name, causing the press to jokingly refer to them as "2LW".[2] According to a cover story for the October 2002 issue of Sister 2 Sister magazine, Williams and Bailon said they received death threats and that they had to beef up security. The departure of Naughton greatly affected the group's popularity and album sales. A Girl Can Mack's release date was pushed back a month, but sales were still disappointing debuting at No. 15 on the Billboard 200 with a disappointing 53,000 copies sold in the first week.[6] 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. Without Benson, the group might have had to split due to "bankruptcy".[7] Jessica's first performance was on Live with Regis & Kelly, followed by a performance on Soul Train.