The song contains a sample of "There's Nothing In This World That Can Stop Me From Loving You" by Tom Brock, who died a year later.

The chorus features a lyrical interpolation of "High Power Rap" by Crash Crew.

The remix is composed of new verses by Jay-Z, a new instrumental sampling "Trying Girls Out" by The Persuaders and uncredited vocals from Michael Jackson and Chante Moore.

Jay-Z stated in a 2011 interview that he was in Los Angeles preparing for the shoot when the September 11 terrorist attacks took place: I flew to L.A.

And I just remember waking up in LA and thinking everybody was playing, like 'That can't be,' then turning on the TV and it looked like something from one of those apocalyptic movies.Actresses Carmen Electra, Tamala Jones, and Paula Jai Parker, all make cameo appearances in the song's music video.