Produced by Dr. Dre, this track is built on a sample from Joe Cocker's 1972 song "Woman To Woman." It wasn't the first time Cocker's piano-driven song was sampled: The Ultramagnetic MCs used it on their 1988 track "Funky."
The song is a celebration of the California Hip-Hop lifestyle. Tupac and Dre rap about the activity and creativity they constantly encounter, but also warn about the gang violence, crime and social ills, which they mention with pride. The two rappers were a big part of the West Coast rap scene, with Dre creating innovative beats and setting the scene for gangsta rap, while Tupac led the way as an MC. Tupac was raised in New York, but moved to California with his family. The lifestyle he raps about in this song caught up with him, as he was gunned down the following year.
The effected chorus ("California... knows how to party") was performed by Roger Troutman, who was known for creating synthesized vocals using a vocoder. Many West Coast rappers sampled Troutman and emulated his work, and Tupac used Troutman's "Be Alright" as the basis for his 1993 song "Keep Ya Head Up." Troutman died in 1999 when he was shot by his brother after a dispute.
This incorporates part of Roger Troutman's "So Ruff, So Tuff," which he wrote with his brother Larry and recorded in 1981.
Tupac said in Rolling Stone seven months before he was shot, that he didn't want this song to be about violence, "I want it to be about money."
The song's music video was directed by Hype Williams and features funk mastermind George Clinton as the as the evil tribal chief and the actor Chris Tucker as his yes-man. In French MTV's 2006 show 100 Greatest Rap Music Videos, this came #1. It also won the 1996 MOBO Award for Best Video in the UK.