"When I Grow Up" is a song by American girl group the Pussycat Dolls from their second studio album Doll Domination (2008). It was released by Interscope Records on May 27, 2008, as the lead single from the album. It was first written for Britney Spears, but was rejected. It was then considered and recorded for Nicole Scherzinger's planned solo project, Her Name Is Nicole, but after its cancellation and Scherzinger's return to the group, she felt that the song was better suited for the group. "When I Grow Up" was written by Theron Thomas, Timothy Thomas, and Rodney "Darkchild" Jerkins, who also produced the song. It is an uptempo electropop and R&B song, sampling the 1966 song, "He's Always There" by British rock band The Yardbirds. "When I Grow Up" speaks about the desire to be famous, and was described as being "autobiographical" by Scherzinger.

The Pussycat Dolls were an American girl group and dance ensemble, founded in Los Angeles, California, by choreographer Robin Antin in 1995 as a burlesque troupe. At the suggestion of Jimmy Iovine, Antin decided to take the burlesque troupe mainstream as a pop group. Antin negotiated a record deal with Interscope Geffen A&M Records in 2003 turning the group into a music franchise comprising Nicole Scherzinger, Carmit Bachar, Ashley Roberts, Jessica Sutta, Melody Thornton, and Kimberly Wyatt. Their debut single, "Sway", was featured on the soundtrack of the 2004 film Shall We Dance?.