(T. Shakur, G. Jacobs, R. Walker, E. Baker, S. Wonder; Joshua's Dream/Interscope Pearl Music/Warner-Tamerlane
Publishing Corp./ Grand Imperial Thug Music/Pubhowyalike Music, BMI/Triboy Music Publishing/Black Bull
Music/Jobete Music Co., ASCAP.)
Produced by D-Flizno Production Squad for Stayin' Biznizzy Productions
Engineered by Mike Schlesinger & Tim Nitz
Recorded and Mixed at Soundcastle Studios
Background Vocals: Thug Life, Digital Underground (appears courtesy of Tommy Boy Records) & Stretch
Keyboards: The Piano Man
Guitar: Eric "Kenya" Baker
Contains a sample from "That Girl" (Stevie Wonder; Black Bull Music/Jobete Music Co., Inc., ASCAP), as recorded by Stevie Wonder, under license from Motown Records. During the chorus, a slowed-down harmonica solo is heard.