The genesis of the track was 2007, when Illmind met Chicago-rapper Rhymefest and started sending him beats. "For a couple of years, I just kept sending him stuff whenever I had Kanye or him in mind. It must have been 100 beats. And then I get a phone call ... from Rhymefest ... asking for a session to a beat I made. Then he was like, 'I think Kanye wants to use this for a Pusha T song.' Then a few hours later, he's like 'We got Raekwon on this.' The first time I heard the complete album was when it leaked. And I heard it, and I lost it. I would say my life has definitely changed since that moment."