This is the first song from Kendrick Lamar’s official mixtape, sometimes stylized as O(verly) D(edicated), where he raps over an extended version of The Roots' 2010 instrumental “A Peace of Light.” Kendrick has previously stated that this is his favorite song on the tracklist. According to a 2011 SoulCulture interview at SXSW, it features one of his favorite original verses.

He adopts a stream-of-consciousness flow, expressing his thoughts as they come to him in the studio. The song is also the sequel to April 2010’s “The Heart Pt. 1” and was followed by 2012’s “The Heart Pt. 3 (Will You Let it Die?)”, 2017’s “The Heart Pt. 4” and 2022’s “The Heart Part 5”

In a 2017 interview with Rolling Stone, he explained what led to this song:

I remember saying to myself, ‘I just wanna show a spew of emotion on a record. I don’t care how long the bars are, but people are literally gonna have to feel me.’ I told myself that if I can’t connect that way, then it ain’t no point in me just putting a bunch of good words together. So that spaz-out toward the end, where I just choke up and lose my breath – I wanna keep all that.