All That is the twelfth track (tenth song) on Carmen Electra’s only album Carmen Electra, and, six months after the album’s release was included as the b-side of the album’s third single, Fantasia Erotica.
Writing credit is split between Prince (music) and Carmen Electra (lyrics), and the track was produced by Prince (although no producer credit was given, other than Paisley Park as executive producer). The music uses the basic tracks of Adore from Prince’s album Sign O’ The Times, with a few changes and additions. The lyrics, however, are entirely different to Adore.
While specific recording dates are not known, basic tracking took place between Spring 1991 and early 1992 (at one of Record Plant in Hollywood, California, Sunset Sound in Hollywood, California or Paisley Park Studios in Chanhassen, Minnesota), although the track borrows heavily from Adore, recorded on 19 November 1986 at Sunset Sound.
An earlier version of the song was included as the eleventh track on a 15 June 1992 configuration of the album, then titled On Top (with the artist credit "Carmen").