Yelawolf had recorded most of the album in Las Vegas when his team insisted on one more track. "It just pissed me off, like, 'what the f--k you mean we need one more record? Give me a f--king beat, I'm over this s--t,'" Yelawolf recalled to Billboard magazine. His team spent all night digging through beats, and the next day after playing a few, turned on the one that would become this song. "That was it," he said. "It inspired me to write. I actually walked into the booth after writing it, and that's a one take vocal cut. It's just straight all the way through."