2Pac establishes a NorCal connection with appearances from Sacramento’s C-Bo, Oakland’s Richie Rich, and The Click’s B-Legit, D-Shot, and E-40 from Vallejo, all over a signature mobb music production from Fairfield’s Mike Mosley and Rick Rock.

Rick Rock recalled the recording session for this track:

We all caravaned all the way to L.A. from the Bay—we went from Sac to the Bay to L.A. […] Pac finished first, I wanna say 40 finished last ‘cause he kept saying, 'I don’t write my shit all fast like that, nigga. I, you know…'—I remember that. And D-Shot, he let D-Shot get down, Richie Rich—yeah, it was dope, man. They all got down on the spot in the studio.