Songfacts®:

• This spoken-word jazz interlude finds Lamar talking with a woman. During the conversation, the Compton MC breaks down 21st century relationships and identity using a scat, fast-rap flow. He weighs in on price of a black man and the temptations of success in America.
• Terrace Martin, himself the son of a jazz drummer, handles production and also supplies the drum riffs, while jazz pianist Robert Glasper tinkles the ivories. Asked what sort of direction Martin gave him by Slate magazine, Glasper replied: "I asked, 'What kind of vibe do you want?' Terrace was like: 'Straight up, Kenny Kirkland, Branford [Marsalis], late '80s.' And I knew exactly what he was talking about. I mean, that's what we grew up on, that kind of jazz. I did like one take or two takes, but he was like, 'Nah bud, dig in. Don't worry about a thing, don't think of it like a hip-hop thing or anything like that. Really dig in, like you're hitting at the [Village] Vanguard or some s--t."
  
  "But then, once I recorded it, Kendrick had a great idea. There's a part [in "For Free"] where he starts this pattern [around 1:43 in the song]. So he asked could I do something to complement that. So then I went back in on it again, and I started playing these chords to go along with it. …"
  
  "I was actually thinking of it like he was a saxophone player, you know what I mean. Not like a singer or an MC, but literally like a saxophone player, it was like some jazz s--t. So it was dope when he said 'Hey, do this.' I didn't want to do too much, you know, because I wanted his s--t to be heard. And he was like, 'Nah, do this on that part.' And I was like, 'Wow. That's something I would've done anyways if you were a saxophone player, but I was trying to be a certain way with it.' And he was like, 'Nah. Do that s--t.'"
  
  "This was the first time [Lamar] was seeing me sit down at the piano and play. So then, once I played that song, he was like: 'Oh, snap! This is dope.'"