This song finds Lamar rapping about self-esteem issues regarding the color of one's skin and the importance of loving all forms of black, no matter how light or dark. The chorus references the cruel discrimination the black Zulu tribe suffered in South Africa because of the color of their skin, during the country's racist apartheid policies.
Raleigh, North Carolina-based rapper Rapsody, who is signed to 9th Wonder's Jamla Records, spits the third verse. She first met Lamar in 2011 when the Compton rapper was in her area on tour. She was in a recording studio and he came in to grab some beats from 9th Wonder. Later that year, Lamar recorded some rhymes for Rapsody's track "Rock the Bells."
In the Grammy's oral history for To Pimp a Butterfly, Rapsody revealed that Prince was actually supposed to be featured in the song. "What tripped me out is Kendrick originally said that he didn't want to do a verse on there. He wanted me to do two verses and Prince to do the hook," she said.
Lamar quickly confirmed this potential collaboration to be true. "Prince heard the record, loved the record and the concept of the record got us to talking," he said. "We got to a point where we were just talking in the studio and the more time that passed we realized we weren't recording anything. We just ran out of time, it's as simple as that."
Lamar had the song's concept already when he reached out to Raleigh. She told Spin: "There wasn't much instruction. He told me the title, and that we are beautiful no matter our race but he really wanted to speak to our people and address this light versus dark complex. He said he wanted me to end the song, so that's what I did. I wanted to compliment the record to the best of my ability."
Raleigh had been watching a documentary titled Dark Girls, about the light-skinned versus dark-skinned issue that goes on within the African-American community. It brought back to the rapper how when she was younger, she was the darkest-skinned person in her family. "I remember how I used to feel," Raleigh told MTV News. "Like I wasn't pretty enough, or I wasn't good enough."
Inspired by what she had viewed, Raleigh wanted to touch on how we look on each other during her verse. "Good hair, light skin, you must be smart," she said; "if you're black, you're dark-skinned, you're ugly. That really happens. This is something that started with slavery, when they divided the house n—as and field n—as, and it's still a part of today's society and things that we battle with."
"Just to touch on those subjects, and how we all need to love ourselves and love those shades and colors," Raleigh added, "and it's all beautiful."
Lamar and Raleigh recorded their verses separately. She explained to Spin: "When he reached out I was on my way to Toronto for a show, and headed to D.C. the very next day after for another event. He sent my portion of the song, sans the first half and his verse, and I built off the title 'Complexion' and issue of colorism. So, it's dope our verse fit great together without me hearing how he approached the record or being in the studio together."
Pete Rock, who is best known for being one half of the '90s hip-hop group Pete Rock & CL Smooth, performs a portion of the hook and lays some of key record scratches over the song. "The beat wasn't produced by me, but I did the hook and scratches," Rock explained to MTV News. "He asked me to jump on it and I did that."
"That came together really beautifully; [Kendrick] just told me what he liked and I did it.," he added. "I just put it in the place where I felt it made sense. I didn't even hear what he was gonna say over it, I just did what he asked me to do and that was that."
Flying Locust frequent collaborator, bassist Stephen "Thundercat" Bruner, came up with the skeleton for the track. Top Dog Entertainment in-house producer Sounwave and hip hop producer Terrace Martin then developed his beat. Sounwave told Spin: "We enhanced it of course, like we did to the other tracks, adding some drum layers here and there, and the last part was really me, and Terrace Martin on the bass, but the whole original part of the song was all Thundercat."
Kendrick Lamar wanted to get Prince to sing the vocal hook on this track and the pair hit the studio together in April 2015, but "ran out of time." The Compton rapper explained the failed collaboration to Grammy.com
: "Prince heard the record, loved the record and the concept of the record got us to talking. We got to a point where we were just talking in the studio and the more time that passed we realized we weren't recording anything. We just ran out of time, it's as simple as that."