This track explores how power disparities and the acceptance of culpability for ones actions. Lamar debuted part of the first verse during his 2016 Grammy performance.
Bassist Stephen "Thundercat" Brune played on most of Untitled Unmastered's songs. He told Billboard magazine that this is favorite track on the album. Thundercat explained: "There's one line in the album [on "untitled 5"] that genuinely messes with me, when he said 'Why would you want to see a man with a broken heart?' I was just like, wow. I had never heard that song [in its entirety] and then me hearing that for the first time -- it just reminded me of how great Kendrick really is. His ability to convey ideas is like, unmatched. It just hit me really hard. I was like, 'Yeah, why would you want to see that?' That's why they call him King Kendrick -- he's pretty amazing."
The song features a guest rap from Lamar's Top Dawg Entertainment manager and long-time collaborator Terrence "Punch" Henderson on the second verse. He recalled to Billboard magazine "Kendrick was at the studio and he called everyone to come through. He hit me and was like, 'Yo, come rap.' He was just playing beats. He was like, 'Hop on this.' We came up with the concept and just did it."
Henderson's rhymes about searching for greater wisdom came straight "from the heart" and were finished in 20 minutes. "I was talking about trying to gain insight and understanding," he explained.
Sonnymoon's Anna Wise, who sung on several To Pimp A Butterfly tracks, croons the chorus. She recalled the recording of the song to Spin: "It was unique because we were all in the studio room together, as opposed to separating the vocals into the vocal booth," Wise said. "We all had to be really quiet and still while recording each of our parts. I never know what [Lamar] wants or what's going to happen. I just sit there quietly and enjoy myself and being there until he's like, 'I need you to do this!' It was probably one of the most intimate sessions we've ever had."