Built around the opening bassline from Parliament’s “Adolescent Funk,” Dre, Daz, Kurupt, and Snoop grab the mic to talk about women who aren’t very respectable. Dr. Dre uses his verse to fire shots at Eazy-E and Jerry Heller from his former label, Ruthless Records.

Musician Colin Wolfe talked about the production of the track:

One day, I was alone in the control room and Dre and Daz were up in the back room, trying to mess around on the keyboard for the ‘Bitches Ain’t Shit’ bass line. So I stepped in the doorway and I could hear what they were trying to do…I said, ‘Man, look out, y’all trying to do this.’ [imitates bass line] I straight did it, recorded it, and then I was like, ‘Yo, I got another part,’ and did the high Moog part right after that.

Snoop and Tha Dogg Pound had a freestyle session over the beat, which was released on the B-side of the “Nuthin' But a ‘G’ Thang” single.