The song was produced by Dre himself and features co-production from Bud'da. The lyrics were written by former Death Row Records labelmate, J-Flexx. After Dre's departure from the label J-Flexx released a diss song on the Death Row Greatest Hits compilation titled "Who Been There, Who Done That". The song was referenced at the end of "Guilty Conscience" by Eminem, which was a collaboration with Dre. The exact line is "been there, done that...ah fuck it, what am I saying? Shoot 'em both Grady, where's your gun at?"