Mac Miller begins his second album Watching Movies With The Sound Off with this cut, which deals with themes of self-sabotage concerning fame and his personal relationship.
Miller told Billboard magazine in a video track-by-track interview: "I wanted to start the album off really honestly, the two voices, there's a kinda self-conscious voice in my head and it's like a different character that's starting the album, a circus type event where a person comes out first who's really weird and creepy and goes 'you don't worry' everyone's going like 'who the f--k is this dude' and the curtain opens and the show starts. That's why the verse starts 'But me, I'm still,' because it's like boom! then to yourself and saying s--t."
Miller told Artist Direct the Star Room is a real place. "When we were growing up," he explained, "it was a room that we used to do a lot of bad things in. It was also a room of firsts. It was a room of losing virginity."