When Tupac Shakur recorded "Hit 'Em Up", a diss track beamed towards his former friend and rival The Notorious B.I.G., Puff Daddy, and Lil' Kim, he recruited three members from the group he had previously worked with, eager to work with them again. Together with New Jersey rappers and other associates they formed the original lineup of the Outlawz. Young Noble was later added and appeared on 2Pac's second Death Row release, "," that carried 2Pac's new stage name, Makaveli. It was on this Makaveli album that Outlawz, appearing on a few songs, first came to the greater rap community's notice.