This song features verses by Compton rapper Kendrick Lamar and South African singer Candice Pillay, while English songstress Marsha Ambrosius croons the hook. Dr. Dre produced the track with Dem Jointz. Candice Pillay told MTV News the story of the song: "The way that record started was Marsha Ambrosius - who's an amazing writer - came up with the hook. There was that little section on there that had the rap-sing part, which is my verse."
"Jointz played me that record. I was like, 'Damn, that sh-t is crazy.' I was like, 'What are y'all doing with that verse?' They were looking for someone to sing kind of like a reggae rap. I was like, 'Let me at it. That's my s--t. I could do that.'"
Two tears roll down Sinead O'Connor's face. toward the end of the video for "Nothing Compares 2 U." They were shed because she associated the song's lyrics of love and loss with her mother, who was killed in a car accident in 1985.