Cole originally made this song in 2008 and based it around a sample of Finnish jazz saxophonist Eero Koivistoinen's track "Bells." He explained to Billboard magazine: "I started with these drums, and I was like, 'Man, what if I did these upbeat drums… it can almost be a party. What if I put this real emotional sample on it,' and that's what I did, I chopped up this sample."
Cole's white mother, aunt and cousin raised him in Fayetteville, North Carolina. His African American father left him at a young age, which is the subject matter of this song's first verse. Cole told Billboard magazine it's "probably the most personal song on the album."
Movie director Michel Gondry played live drums on the Late Registration track, "Diamonds From Sierra Leone." The Eternal Sunshine of The Spotless Mind filmmaker happened to be in the studio on a day when producer Jon Brion was setting up a drum kit