After finding himself in severe pain following a show, Kelly was rushed to the Northwestern Memorial Hospital in Chicago to undergo emergency throat surgery. This was the first song he wrote after the frightening experience. He recalled to The Boombox
: "It was during a real serious time in my life as far as my vocals were concerned. I had a real big abscess, or something like that, on my vocal chords, [and] after doing a show, I collapsed and ended up in the hospital and doing surgery to get it off. After being in the hospital for two days — I was actually in there for six days — but after two days I started hearing rumors and getting texts and hearing people on the radio saying I'm done and this that and the other — although the doctor did tell me that there was a chance I would not be able to sing as strong or something would be a little different."
Kelly added: "I was really in the dark. I didn't know what was going on, but they told me not to go in the studio for another month or two weeks or something like that. That's like telling me to hold my breath for two weeks, and I couldn't do that. So I got out the hospital six days later, and went right to the studio and started writing this song called 'Shut Up.' I was bleeding, I was crying, I was emotional. I was pissed because you give all these people all of this music for all of these years and you work your butt off to be somebody and to be a legend, and the minute it all looks like it's going down, they just count you out. I was really hurt by that. So all my emotions went into that song."