In an interview, the Pussycat Dolls stated that they would be shooting the music video for "When I Grow Up" after the MTV Movie Awards. The video was shot by Joseph Kahn. The shoot took place on June 4 with exterior shots being filmed on Wilcox Avenue in Hollywood. Behind the scenes clips and an official preview became available on the Internet June 11. Britney Spears was set to make a cameo appearance in the video, but according to MTV, her cameo was axed from the final version of the video. The music video uses an alternate version of the song which features vocals from all the dolls and has a dance break in the middle.
