This marks the second collaboration between Armand Hammer and Earl Sweatshirt following their first collaboration “Ramesses II” (also featuring Moor Mother) on Armand Hammer’s album Shrines released in June 2020.

Al and Earl came to woods and ELUCID with this beat with Earl’s verse done after they had worked on it together. woods came up with his verse after feeling a summertime vibe from the beat but wanted to build off the serious tone of Earl’s verse.

Earl’s verse on “Falling Out the Sky” is inspired at least in part by his father’s death. woods' verse depicts a stint living in California at the age of 20/21; ELUCID’s describes a stay at a Fresh Air Fund sleep-away camp in Upstate New York, which was his first time away from home. The age of the narrator gets younger by each verse, which seemed to happen by chance.