This is a track from Radioactive, the debut studio album by Alabama rapper Yelawolf, which was released on November 21, 2011 through Shady Records. The song features guest spots from his label boss Eminem and former Three Six Mafia rapper Gangsta Boo. Yelawolf explained the story of the song to Complex magazine: "Will Power gave me that beat in full as an eight-bar loop. I took the beat, I tracked it out, and I made that arrangement so the hook would be over the pianos.I told Gangsta Boo, who I had called out for a session, 'This is the record.' When the hook came up she was like, 'What the f--k? There's no drums. It just loses its bop.' She actually recorded the hook over the drum loop. Then I just arranged the music up under it.
The whole point was to create a juxtaposition with her and I. I wanted the music to be pretty, but I wanted it to be darker on the verses. I wanted her to come crazy hard because the music's got a beautiful melody. After we recorded it, I knew it was another super-banger. I was like, 'Damn, man. If I could get Marshall on this? Ooh.' I knew that if I could get a feature from him, this was the one I wanted. I knew that it wasn't the expected record and I knew you've never heard Marshall on a record that's sweaty-ass, holding the wall, Southern club. It was kind of like taking 8 Mile, and putting it with Hustle & Flow. If I got that feature from Marshall, I wanted to bring him into my zone, my culture. And he f---ing murdered it."