T.I. hooks up with R&B singer R. Kelly on this track, on which they talk to the ladies from two different perspectives. Tip's rhymes were inspired by his wife, Tameka "Tiny" Cottle. "This record sounds to me like what you would expect to hear if Tupac collaborated with Nate Dogg," the Atlanta rapper told Rap-Up TV
of the DJ Montay-produced track. "I really feel the connection between the music and the listener, especially if the listener is a lady or a gentleman who has had a lady who stuck by him through all of the ups and downs, the peaks and valleys that life has to offer. She's proven herself to be a rider."