The song features LL Cool J vacillating about moving to California, rapping in the chorus, "I'm going back to Cali", followed by "I don't think so".

In the verses, he describes a trip to Los Angeles in which he meets several women but is scared off because they are too sexually aggressive.

The basic concept for the song was Rubin's, based on his own ambivalence about possibly moving from New York City to Los Angeles.

It was shot in black and white and was filmed mostly at two Los Angeles landmarks, the Venice neighborhood and the Griffith Observatory, as an homage to two of Menello's favorite films, Touch of Evil (1958) and Rebel Without a Cause (1955), respectively.

[1] It featured apprearences by record producer Rick Rubin, models Ele Keats, Ally Downs and MTV's veejay Martha Quinn.