This song is a collaboration between electronic musician Flying Lotus and rapper Kendrick Lamar. The pair are both located in LA and previously worked together when K. Dot introduced FlyLo to his visual collaborator, Kahlil Joseph. The director then helped the rapper on his Yeezus Tour production, as well as directing the short film based on his 2012 debut, Good Kid, M.A.A.D City.
According to Flying Lotus, Kendrick Lamar showed up at his house alone and in a hoodie, and then he proceeded to write and record his part for the song on the spot. The day he spent recording with Kendrick Lamar, he said, was "one of the most fun days ever."
The vocal layering in the middle and the end were inspired by the British group Queen.
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