“Are U Still Down?” is one of the early hip-hop/R&B cross-over hits from the 1990s and was recorded just two weeks before the tragic death of West Coast legend Tupac Shakur. The track sees the rapper/singer duo looking back on their past relationships and ultimately asking for a second chance:

We talked about relationships, we talked about being in relationships that had gone wrong, and sorta like one to holler back, being on some reminiscent vibes. Almost like that drunken phone call, you know, late night to your ex like, ‘You still think about me?’ That kinda vibe, right? But in a song.

After being invited to the video shoot for “How Do U Want It” in 1996, Jon B met with 2Pac and the two sat down to listen to some beats the singer had produced:

I was playing my beats for 2Pac and he immediately started to freestyle right in front of [me.] I remember Sway and Tech were both there and they are both witnesses to this day, ‘I remember when he heard your beats he just lit up and started just rapping right there, you know?’ So I was like, ‘Man, we gotta put this down in the studio.’

Two weeks after the session, 2Pac called Jon to meet at his studio:

I come down to Can Am Studios and he’s got all the gear for me to basically make a beat. I walked in and saw Pac and he’s like, ‘Let me hear some beats.’ So I played him the beat and he’s like, ‘Let me play you some of mine.’ The first beat he played me was [a Johnny J beat that would become] ‘Are U Still Down?’ I was like, ‘That’s the one.’ I said damn what I was gonna play, this is the one right here.

Over the course of three hours, the duo finished the track and Jon felt like he had formed a bond with the West Coast legend:

I got to know Tupac and then he was killed right away. It was like someone you knew for a brief moment—you got to know him for a brief moment—[and] had this moment that was extremely strong. I remember him being like somebody that I knew I was gonna see again and, all of a sudden, I had this ally that was very powerful. I left [the studio feeling] like Superman.

2Pac was instrumental in crafting the track and the singer praised him for being so open with his emotions:

He had this very tough exterior but once you sat down to get into the song, [there wasn’t any emotion or stone he would leave un-turned.] He would go to the very depths, the core, of what you feel [and wanted to know where are] you really trying to go [and] what are you trying to say before he would write the lines down.

He submitted the song to the label while Pac was still alive but they didn’t want to release the track in fear of ruining Jon B’s image:

[The label] was very concerned about the fact that we were two completely different artists. I had this real clean, lover’s boy kind of vibe, [a] romantic R&B dude. And then you had 2Pac [with his whole] ‘Thug Life’ [image,] you know what I mean? And how you gonna mix these two vibes?

After Pac’s death, Jon was in a tough spot and just wanted to leave the track alone rather than capitalize from the rapper’s death. It was Tupac’s mother who gave him the blessing to release the song:

[After his death,] all the opportunists come into the situation and they were like ‘Oh, you gotta put the song out, you gotta put the song out now.’ Of course, to me, I was just like, I ain’t touching that. I didn’t even want to put the song out. I didn’t know what to do. It was up to Afeni Shakur to really make that song something that needed to happen. She basically said, ‘My son never played me his music because he [would] always look out for what I would find offensive but he was very, very much excited to play me this song, 'Are U Still Down?’‘ Which is the reason why she named his first posthumous album R U Still Down? (Remember Me).