The song was produced by Ruff Ryder's producer Swizz Beatz, who also contributed vocals on the chorus, various ad-libs in between verses, and a short, introductory passage at the beginning. The beat contains the trademark Swizz Beatz siren throughout, as well as horn sounds and pounding drums. The song samplesClarence Reid's "Nobody but You Babe".
Towards the end of verse three, a short diss is sent towards Rihanna: "And for the record, what you gonna do to fill up my spot? I ain't gon' front, that Pon De Replay shit was kinda hot, not! How you gonna jack Will Smith for a beat, That's like tryna jack me for the streets! It ain't happenin'!", this was probably due to the fact that Rihanna signed to Def Jam Recordings, the label DMX left because of creative differences.