Produced by Eric "Vietnam" Sadler of The Bomb Squad, it contains samples from the Hugo Montenegro recording "Aces High".

The video opens with an introduction where a car engine comes on and the tailpipe starts to sputter.

As we originally see the group riding on the front of the car and dancing to the rhythm while they are going to a house party, Leaders of the New School comes in with a smooth-like, mellow flow.

Busta Rhymes is the first to spill his lyrical lines about his ups & downs.

As the Leaders are performing in front of the people, the music fades and the video ends.