Ghostface wrote the song as a tribute to his mother, with lyrics that both depict the harsh life the two struggled through together during his childhood and praise her ability to raise him even in their downtrodden state.

[2] Mary J. Blige was unavailable for the music video version, and is replaced by Wu-Tang Clan in-singer Tekitha for the hook and second verse.

The video illustrates the images described within the lyrics of the song, featuring a young boy who portrays Ghostface in his youth born into a family of fifteen, with his mother, grandmother, aunts, uncles and cousins; all living in a three-bedroom apartment.

The boy experiences all the hardships depicted in the song: growing up in a poor family in the Stapleton Housing Projects, watching his father leave their family at the age of six, sharing a small bed with three other siblings, picking roaches out of water-filled cereal and going next door to borrow leftover bread from neighbors.

The scenes are intercut with present-day Ghostface playing a piano in the middle of a desolate street and a small choir.