With “Hit ‘Em Up” being the “first reply,” 2Pac sets off the Makaveli album with his “second reply” to all those who had something to say about “Hit ‘Em Up.” He once again calls out rappers by name, while those same targets continued responding subliminally on record or not responding at all publicly.

2Pac apparently played a major role in the production of this song, personally selecting the James Brown-sampled bassline from Naughty By Nature’s “Uptown Anthem” and helping arrange the song structure. Engineer Lance Pierre said the following:

Tupac actually did that bass line. He actually sat up on the Moog and punched out each button on that, but Darryl [Harper] did the beat. ‘Pac did that song; a lot of people don’t know that it seemed like 'Pac was getting off into production. That was one of the songs that Tupac actually had a lot to do with as far as the production of it.