The song was originally titled "1000 Degreez", and was originally intended to be the opening track on his upcoming album Tha Carter III: however, after the song was leaked, it was cancelled from the album and instead put on The Leak along with four other leaked songs from the album. It was later included as a bonus track on the bonus disc version of Tha Carter, with the tracks from The Leak comprising the bonus disc. Lil Wayne referenced the song on his song "3 Peat", the eventual first track from Tha Carter III which replaced "I'm Me".
The track contains samples of Lil Wayne's previous songs "Go DJ", "Fireman", "Hustler Musik", and "Cash Money Millionaires". The song also contains samples of T.I.'s "Rubberband Man". The instrumentals are sampled from "God Moving Over the Face of the Waters" by Moby.