"Whoa" is the second single from the album The Naked Truth by rapper Lil' Kim which is produced by J.R. Rotem. "Whoa" never made it to the Billboard Hot 100 but charted on the Billboard Bubbling Under Hot 100 for five weeks peaking at number 4. Also, the single made it to the R&B/Hip-Hop Tracks chart, where it peaked at number 30. Originally sent to US radio on November 22, 2005, it was then re-released in February to coincide with the airing of her reality show, Lil' Kim: Countdown to Lockdown, for which it served as the theme song. It was released in the United Kingdom on May 15, 2006.

The Naked Truth is the fourth studio album by American rapper Lil' Kim, released on September 27, 2005. The album was released the same week she started her year-long prison sentence for perjury and it was her last studio album released by Atlantic Records before deciding to part ways in 2008. Two official singles were released from the album: "Lighters Up" as the lead single, released in September 2005, and "Whoa", as the second and final single, in February 2006. The Naked Truth remains the only album by a female rapper to be rated five mics by The Source. The album has sold nearly 500,000 copies in the United States.