This song is dedicated to the memory of Troy Dixon, who was known as Trouble T-Roy. Dixon was a member of Heavy D & The Boyz, and he died in 1990 after an accidental fall at a show in Indianapolis. He was a good friend of Pete Rock & C.L. Smooth.
The bassline and saxophone on this track were sampled from an obscure 1967 cover of the Jefferson Airplane song "Today" by Tom Scott and The California Dreamers. This sample, as used by Pete Rock & C.L. Smooth, was later incorporated in the 2012 Lupe Fiasco song "Around My Way (Freedom Ain't Free)."
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