This is the second single to be taken from American hip hop rapper Plies' fourth studio album, Goon Affiliated. The track features American singer-songwriter Keri Hilson and was originally recorded by Three 6 Mafia with Gucci Mane and Hilson. The tempo was slower on that version.
The song samples "Ex Fan des Sixties" by English singer/actress Jane Birkin, which was composed by her husband, French singer and songwriter Serge Gainsbourg.
Plies explained the album title to MTV News: "I had the pleasure of having my brother home for this album," he said. "He actually came up with the title of this album. The three previous albums, 'real' was incorporated into the album title. For me, we felt Goon Affiliated wasn't too gangsta, wasn't too soft. It was right in the middle. Kids in the suburbs could have goon friends and be goon affiliated. You could be a street cat and not call yourself a 'goon' but have goon homeboys and be goon affiliated. Or you could be a goon and be goon affiliated. It's a whole diverse situation for me."