T.I. first recorded this with a sample of Gotye's #1 tune, " Somebody That I Used To Know," for his December 2012 album, Trouble Man: Heavy is the Head, recruiting B.o.B and Kendrick Lamar to contribute some rhymes. "'Memories,' it began as a record that my DJ MLK, he brought a record to me that was produced by Keno and it had a sample, the sample of the biggest record last year and basically I just rocked out as soon as I heard it," he recalled to MTV News.
Tip couldn't get clearance for the sample, so he got his producers to put an original beat over the song's existing rap vocals, and recruited singer Kris Stephens to croon a brand-new hook. "We just remixed it and did our own thing to it. Took the sample out so we wouldn't have any trouble in our due diligence," The Atlanta MC told MTV News. "I didn't want to waste the opportunity because it was such great performances and such a meaningful message from myself, from B.o.B and from Kendrick."
The song finds all three MCs spitting of encounters with past lovers. T.I. explained to MTV News: "[We're] taking turns on our story about a female that we knew years, yeas, years ago before we were who we are today. It kinda puts me in the mind of the [1999 single] 'Da Art Of Storytellin' ' from Outkast and Slick Rick. It puts me in the mind of that."
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