Lil Wayne originally wanted the album to contain several different versions of this bass-thumping track with young artists giving their different interpretations. However these skits failed to make the final cut of Tha Carter III.
This was produced by Shondrae "Mr. Bangladesh" Crawford, who explained to Rhapsody that this track is basically Lil Wayne freestyling: "This girl I produced for, Shanell, got it to him. But I never went to the lab with him. If I had my way, I would like it more. But I wasn't around, so what he felt, he put on there. I just thought he would make more of a song out of it, honestly. He's just rapping. If it was going on the mixtape, it's cool, but not on no album or single. It's saying 'a milli.' He needs to pop about being a millionaire. He switched it up and tried to make it 'ill.' If that was somebody else, it wouldn't be on the radio. They just f--k with Wayne regardless. That right there makes me like that s--t, because it's against the grain and it's working. That s--t's no format. A n--- went in, freestyled, and that s--t's all over the radio. And it's the hottest beat in hip-hop right now. Every time I turn on Rap City, they in the booth rapping to the beat. Busta Rhymes hit me not too long ago and said he did five verses to the beat and it 'rebirthed him.' He was talking to me like I did this amazing reincarnation for him like, 'I sound like a newborn baby!''"
Bangladesh recalled his contribution to this track in a 2010 interview with MTV News: "When I made it, I knew it was an important track. I didn't know it was gonna be as big as it was. I knew it was for Wayne. I had plenty of people wanting to purchase the beat, but they wasn't worthy enough. Even if they was worthy, until I let Wayne hear it, I couldn't move to nobody else. I had that beat for two years, just holding it. If you look at my career from (Ludacris') 'What's Your Fantasy' to 'A Milli,' it's kind of the same element of music. Four or five sounds in the beat. Simplicity. Those are the things I've learned since being in the industry."
Shanell told Artist Direct how she introduced Bangladesh to the Young Money Entertainment CEO. "I used to listen Wayne back in school," she said. "When I was a dancer on the road, they were on the same tour I was dancing for. I was dancing with the headliner. Wayne was actually one of the opening acts. I was throwing around my music and trying to get placements. He said the same thing, 'You've got your own sound. It's different and dope.'"
"He asked me to come to the studio and work on Tha Carter III," she continued. "I brought some of Bangaladesh's music to Wayne, and that's how 'A Milli' happened on Tha Carter III. Everybody started coming down to Miami, and it happened."