Kendrick Lamar's lyrics here are centered on the corruptive powers of wealth, and the strong hold institutionalization has on people living in the ghetto. The track was produced by K-Dot's frequent collaborator Rahki (he also helmed To Pimp a Butterfly's lead single "I") and Tommy Black, whose other Lamar credits include "Blow My High (Members Only)" "Heaven and Hell" and "Chapter Six."

Bilal croons the chorus from the perspective of K-Dot's grandma. The neo-soul singer, who has also worked with Common, Erykah Badu, Jay-Z, Beyoncé and The Roots, has multiple appearances on To Pimp A Butterfly. He told Billboard magazine: "I know I worked on a ton of songs when we were together in the studio. But I didn't know what was what. While we were in there, Kendrick said, 'I want you to be on a lot of the records.' I thought he was just saying that. [Laughs] Sometimes when you do songs, they don't always make the final cut. But wow, this is crazy and cool."

Snoop Dogg's bridge sets up Lamar's second verse, which is a conversation between the Compton rapper and his friend at a night club. Snoop also raps the outro, in which he describes the 5ft 6 Lamar as "5 foot something, dazed and confused. Talented but still under the neighborhood ruse."

Sonnymoon's Anna Wise (who sang on Lamar's good kid, m.A.A.d city song "Real") also contributes vocals, putting a female touch on the cut. She contributed to several other To Pimp A Butterfly tracks. Wise told Billboard magazine in March 2015: "I just kept going back and forth with him. He would fly me out and I would stay for extended periods of time. Even up to about a month after GKMC came out, I was kind of jumping around, I wasn't really staying in Boston at that time. I was upstate [New York], I was in San Francisco. Sonnymoon did three tours -- so we had a lot of stuff going on. But in between that, I would always come back to him."

"We immediately started working on it," she added, "we did the "Institutionalized" intro almost two years ago."