The mixtape features guest appearances from T.I., Toro y Moi, ASAP Ferg, Theophilus London, Paul Wall, James Fauntleroy, Wale, and Meek Mill.

Production was handled by Scott and Toro y Moi themselves, Emile Haynie, J Gramm Beats, Anthony Kilhoffer, WondaGurl, DJ Dahi, Rey Reel, Rahki, Mike Dean, Young Chop, Lex Luger, Sak Pase, and the Dope Boys.

In 2011, Scott announced that his then-upcoming first project would be titled Owl Pharaoh and would be an 11-track extended play with two bonus tracks instead of a mixtape, which would include some of his older songs such as "Lights (Love Sick)", "Analogue", and "That B!tch Crazy".

The following year, he worked more on the project to make it a mixtape and announced that it would be released the same month as GOOD Music's Cruel Summer, which did not end up happening for unknown reasons.

Ralph Bristout of XXL gave the album an XL, saying "While he’s still finding himself lyrically, his work behind the boards and eagerness to try new things keep this from becoming problematic.