Songfacts®:

• Troubled by the bloodshed among his homies in the Compton ghettos and the pretentious material indulgence of his peers, Kendrick Lamar turns here to God and his Top Dawg team for solace.
• The production is supplied by former Taylor Gang staple Cardo (Wiz Khalifa, Meek Mill) and Yung Exclusive. MTV asked Cardo if the beat on the finished song sounded the same as when he sent it. He replied: "Terrace Martin ended up adding a saxophone and some spooky keys behind it. He's a bad mother-shut-your-mouth on the saxophone."
  
  "As soon as you hear that sax, you know it's Terrace! Anything with Kendrick and you hear that saxophone - it's definitely Terrace Martin," Cardo added. "If you send a beat to Kendrick with a saxophone, you might want to take that out, 'cause Terrace Martin is probably gonna want to do it himself. (laughs) He blessed me even more with his addition to the beat."
• Cardo called this beat "Better Count It", before sending it to Lamar. He said: "It could have been [about] whatever. The beat sounded different, it sounded dark, it had light to it. It was just a weird fusion of darkness and lightness fighting each other."