Songfacts®:

• This is a track from Untitled Unmastered, an album that consists of eight previously unreleased demos, which originated during the recording of Kendrick Lamar's third LP, To Pimp a Butterfly.
• The song is a three-part, 8-minute marathon that starts with a call to "levitate" and also contains broadsides against Lamar's competitors, instructions to his studio engineers, and general goofing around. The three-part structure is reminiscent of Lamar's 12-minute good kid, m.A.A.d city tune "Sing About Me, I'm Dying of Thirst."
• The wide-encompassing date in the song's title means it was most likely made in piecemeal, rather than in one jam session.
• Noted beatsmith Cardo, who has produced for Wiz Khalifa ("O.N.I.F.C.") Game ("100") and Jeezy ("Seen It All"), provided the instrumentation for the first section (with Yung Exclusive and Frank Dukes). He recalled to MTV News: "To be honest, that beat wasn't even finished. That beat was just an idea, and I was like, f--k it, I'm gonna send it and see what happens. And we saw what happened: It ended up being a record."
• Cardo called his beat "Oh." He explained: "I just called it 'Oh' because it was an idea - like, oh,"
• Co-producer Swizz Beatz's five-year-old son, Egypt, helped produce part II of the track. Egypt's proud mom, Alicia Keys, gushed about her son's accomplishment on her Instagram. "He got up that morning humming a melody... We went to the piano to find it... he picked it out by ear... he loves to play... I know that feeling," she wrote.
  
  Swizz Beatz recounted to Billboard how Egypt's relationship with Kendrick Lamar began at a previous Super Bowl game, where the two had an extensive conversation lasting for around 40 minutes. Swizz, concerned that Egypt might be bothering Kendrick, approached him and asked if he should intervene. Kendrick assured Swizz he was finding Egypt's input helpful in overcoming writer's block. Swizz was amazed that a 5-year-old could be of such assistance, and even to this day, he's not sure what exactly Egypt was helping Kendrick with. Nevertheless, Swizz allowed their interaction to continue, and Egypt received a producer credit on "untitled 07 part II."
• Lamar calls out a certain Toronto MC in the final part: "You just make me wanna Drake you down." This is not the first time he's taken a swipe at Drake. On Big Sean's "Control," the Compton rapper called out almost every big name rapper in the game including Drizzy. In doing so, Lamar ignited a subliminal war with Drake, in which the two major league MCs started taking shots at each other.
• Bassist Stephen "Thundercat" Bruner, who played on most of the album's songs, recalled the recording of this track's extended stripped down part. "I remember that - there was a lot of silliness that would happen in the studio," he told Billboard magazine. "It's like, you never know what someone's paying attention to. But I remember when we came up with that. We were just kind of sitting there, kind of spent from having recorded a lot of stuff, and we came across that.
  
  Every once in a while everyone gets a chance to see Kendrick's comedic side - you can hear it on this record, how he has the ability to be that guy too. I was laughing so hard [which is audible on the track], just because of how far the idea was going... I was sitting there, like 'What the hell.'"
• The single release is a much shorter version (just under two-and-a-half minutes long). It was renamed as "untitled 07 | levitate," which makes sense as Lamar says "levitate" 28 times during the recording.