Over a funky sample from Betty Davis' “Shoo-B-Doop and Cop Him,” Cube flexes his storytelling muscle about an experience he had trying to pick up a girl from her spot in the hood, only to find out he’s in the neighborhood dope house.

During his Amerikkka’s Most Wanted 30th anniversary retrospective on Instagram Live, Ice Cube revealed that the title was inspired by the 1984 Robert De Niro film Once Upon a Time in America, and he also talked about an exchange he had with Sir Jinx regarding this song:

He actually was like, ‘Man, that should be your first single.’ But I was so P.E. crazy, I said, ‘Nah, it’s gonna be 'Amerikkka’s Most Wanted.’‘ But I believe it actually should have been 'Once Upon a Time in the Projects’ ‘cause we never shot a video to it and I think that that song deserved a video.

Sir Jinx talked about the production of the song:

That was the first song I produced for the record. Bomb Squad had nothing to do with that, the credit is wrong [Author’s note: The album’s liners credit Bomb Squad with co-production]. There’s two sounds on that song—a loop, the bassline, and a guitar, maybe some drum stuff. But I did all that. Cube wrote the words to that one for Eazy, but the music was originally supposed to be for Tajai and Adam [Author’s note: Aside from Tajai, assuming he means Adam “A-Plus” Carter from Souls of Mischief]. They originally rapped on that beat. But when I went to New York, that one just worked for Cube. It was a free beat!

Cube added:

I can’t remember if I had originally written those lyrics thinking that Eazy would do them. Jinx looped the music for that one. He had the beat, and we did that one day when the Bomb Squad was tired. We just jumped in there and did it. When it came to storytelling, I liked Schoolly D, and Just-Ice used to tell a lot of stories. Storytelling is always the most-clever form of rhyming. It’s rap at its finest, telling an interesting story. Heavy D, Too $hort, all those guys inspired me. Was any of the stuff in that song true? There’s always true experiences mixed in there, man. But nothing I’m gonna self-snitch about! [laughs]