This song is about an old girlfriend of Fred Durst's who betrayed him. When Durst was getting his career started in Los Angeles, he was sending money home to his girlfriend to pay the bills. Instead, she used the money to treat her and another man (known as "Scotty O" or "Teddy Swoes") to drugs and hotel rooms. In this song, Durst explains that he knew what was going on, but stayed with her for the sex - that's the "Nookie." (Thanks to Jennie from Jacksonville, Florida. Jennie briefly dated Fred Durst in his days before Limp Bizkit.)