Over an ominous-sounding sample from Henry Mancini’s “Theme for the Losers” mixed with a vocal sample from Prodigy’s verse on the first version of Mobb Deep’s “Shook Ones,” Big Pun enters the rap arena issuing a “fair warning” to all challengers that he is ready to punish the competition.

Producer JuJu from The Beatnuts talked about the production of the track in a 2004 interview with XXL magazine:

Pun gave me an idea. He told me, ‘I need that dirty, grimy shit. You gotta give me a track that’s gonna let niggas know how I’m coming.’ And I was like, ‘That’s what I’m good at. Some niggas do dance records. I do the grimy, dirty shit.’ So I went into the lab, did a couple of beats. I came back, let him hear some stuff and he was like, ‘This is it, man.’ [It had a Mobb Deep sample in the beginning] ‘I gave you fair warning: Beware.’

Fat Joe also talked about his part on the track:

This is one of my favorite tracks ever by Pun, a greater introduction couldn’t be done. So I got on the back of it and started talking shit, basically trying to tell niggas I’m not alone no more. I found a partner who sees my same point of view, and he’s nasty. Deal with that. Y'all got a problem, let me know. Muthafuckas was like, ‘Not only do we gotta deal with Fat Joe, now we gotta deal with the nicest nigga in the universe.’