Ross recalled to Billboard magazine the story of the song. "Me and Nas was in Miami," he said. "We were actually on a yacht. It was a real private business event but it was an extravagant yacht among a few wealthy people, a few companies."
"Me and him took time out and had us a private discussion about a couple of different things, and the beautiful thing about that is this record was birthed from that conversation," Ross continued. "We finished the record maybe a week or two after we had seen each other in Miami. I think that's real dope when the music comes about organically like that."
Movie director Michel Gondry played live drums on the Late Registration track, "Diamonds From Sierra Leone." The Eternal Sunshine of The Spotless Mind filmmaker happened to be in the studio on a day when producer Jon Brion was setting up a drum kit