Southern hip-hop artist Petey Pablo reps his native North Carolina on this Timbaland-produced track. The song was released in August 2001 as the lead single from his debut album Diary of a Sinner: 1st Entry.
Pablo felt uncomfortable when he first received the music for this song from Timbaland. He explained to Billboard magazine: "It didn't sound like a Timbaland beat at the time. People that knew Timbaland knew him for his signature sound, and that was a sound I had never heard before from Tim. I was like, 'Tim didn't give me the normal Timbaland beat, so I guess he's trying to see if I'm worthy of a Timbaland beat.' So it took me like a day or two to put the song together."
Though it took Pablo a couple of days to put the song together, he came up with the hook within a space of a few hours, riding down the highway. He recalled:
"I remember riding down the highway coming from New York to Washington, D.C. playing the instrumental over and over again. Then it seemed like a helicopter was following me all the way from Baltimore to Washington, D.C., and I just kept thinking, like, 'North Carolina, come and raise up, take your shirt off, twist it 'round your hand,' like this helicopter that kept flying over my head. It started as a joke that turned to, 'Wait a minute, that actually sounds good.'"
The Marching Tar Heels accompany Pablo on the chorus. They are the athletics pep band for the University of North Carolina. Pablo recalled: "Tim added that in later. When he gave it to me, it was just a simple loop. The way Tim used to do music is he'd give you a simple loop and be like, 'All right, now rap on it.' Then you give it back to him, and he'd take it and do all this extra amazing stuff to it. I think that came in later."
The Marching Tar Heels play the song's hook at UNC football games after the defense makes a third down stop.