Nelly (born Cornell Haynes Jr.) had an itinerant childhood, moving to Spain and then to the ghettos of St. Louis, Missouri. He achieved local underground success with rap outfit St. Lunatics in 1996, before going solo in 1999. This Country-meets-Hip-Hop tune was his debut solo single.
The song's melody was taken from the playground song, "Roller Coaster".
Nelly told the story of the song in an interview with XXL magazine: "It was a beat that I had got from one of our producers at the time JE. I loved the beat but I don't think everybody in the group was as excited about the beat as I was. So I took it to one of the most historic clubs in [East] St. Louis. It was called Club Casino. I took it over there the same night and we had a DJ that had been supporting us previously up to that point and his name was DJ 618. He put it on right away and from that moment, you know what I'm saying, people was like, 'Boom, boom, boom' and the s--t just blew up from there, you know."
A radio friendly version was also recorded, in which the word "s--t" is backmasked, and most of the explicit words are replaced by cleaner versions and/or bleep-related sound effects.