The song produced by Ricardo Thomas (Rick Rock) from San Francisco Bay Area. Rick had produced songs for 2Pac, Spice 1 & E-40 before working with Jay-Z.

The song is a hip hop r&b music vibe featuring rappers Memphis Bleek and Beanie Sigel plus singing from Static Major (Steve Garrett - also producer writer known for Aaliyah hit singles and "Lollipop" by Lil' Wayne).

The video directed by Dave Meyers.