The third single from In My Lifetime, Vol. 1. features vocals from R&B group Blackstreet and production from Blackstreet member Teddy Riley. The song's beat is a sample of The Jones Girls' 1979 hit "You Gonna Make Me Love Somebody Else," while Blackstreet interpolates Glenn Frey and Jack Tempchin's "You Belong To The City" for the song's chorus.
A young Chad Hugo plays saxophone on this song. Hugo is better known for being one half of the production duo, The Neptunes, who recorded their first major production hit with N.O.R.E.'s "Superthug" six months after this tune's release.
The first verse is dedicated to the memory of The Notorious B.I.G. In an interview based on his official Decoded iPhone app, Jay-Z explained that the line, "A world with amnesia won't forget your name," was a "vow" to his late Brooklyn friend, who was murdered in Los Angeles in 1996. "There was a vow in that song about BIG," he revealed. "It was my way of always keeping him fresh and keeping his music fresh on everyone's mind."
"Sloop John B" is a traditional West Indian folk song, and it was a huge hit for The Beach Boys in 1966. They tweaked the lyric, "This is the worst trip since I've been born" to "...I've ever been on" as a wink to acid culture.