"Where It's At" has a number of spoken samples that Beck and the Dust Brothers incorporated into it. Many of these come from an obscure sex education album titled "Sex for Teens: (Where It's At)", a subtitle Beck borrowed (see link below). Other vocal samples incorporated into "Where It's At" come from "Needle to the Groove" by old-school hip hop group Mantronix ("we've got two turntables and a microphone..."), as well as The Frogs ("that was a good drum break"). The song also references Gary Wilson, one of Beck's influences. In addition, just before the Frogs sample begins, the song incorporates a musical sample from the intro of noted go-go band E.U.'s song "Knock Him Out Sugar Ray".