On May 15, 2011 Cali Swag member Montae "M-Bone" Talbert was shot and killed outside of a liquor store. Eight days after M-Bone's death, Cali Swag District released this tribute single in his honor. Cali Swag's Yung told MTV News that as their late bandmate was an outgoing person, they wanted to do a song that reflected that. "We wanted to do a song that's not sad, because M-Bone, he wasn't a sad person," he told MTV News. "He was always hyper, had a lot of energy, loud. We want people to dance, we don't want people to sit down and cry when they think about M-Bone. We want people to smile and dance."
The Poly Rob-produced dance track features JayAre, Yung and C-Smoove each eulogizing M-Bone in their own unique ways. Smoove admitted to MTV News that it wasn't easy, as he was still getting used to being in the studio without his late colleague. "They did their verses and then I came later, but it was just like, it's weird being at the studio now. I feel like, 'Ehhh,' " he said. "I go up there, I still check in and stuff, I still record, but it's just different. I stay home most of the time, and then if I need to do a song, I'll go do a song, then I'll probably leave. I don't know, at the moment, I still gotta sit back and take it all in, before I can go back and just chill up there all the time."
He added: "I took forever to write my verse. I took a long time to write 16 bars. I wanted it to be and feel like I meant what I was saying," he said. "I had to make the lyrics fit the beat and make people still want to move to it and not bring 'em down by what I was saying."