In a 1999 interview with BlackBook magazine, Kim stated that she was thinking about naming the album Queen Bitch, the title of a song from her debut album Hard Core, but decided against it as fellow rapper and friend Missy Elliott had used "She's a Bitch" and Kim did not want anybody being confused or thinking there was a problem between the two.

[3] Production for the album was handled primarily by Mario "Yellowman" Winans, Fury, Richard "Younglord" Frierson, Rated R, Rockwilder, Darren "Limitless" Henson, Shaft, Kanye West, and Timbaland.

The album cover was originally intended to be a picture of Kim nude and covered in Louis Vuitton logos, but the then editor-in-chief of Interview magazine, Ingrid Sischy, saw the picture at a gallery exhibit of LaChapelle's work and insisted that it be used for the magazine.

The set's release was delayed from several scheduled dates – August 17 and November 9, 1999, and April 25, 2000 – due to bootlegging and legal problems involving her record label.

In a statement to Entertainment Weekly, Kim explained, "I wanted to put out the best album possible for my fans, and I needed more time in the studio to do this."

Slant Magazine critic Sal Cinquemani comments that the album "combines essential hip-hop elements – sex, guns, drugs, and cash – with a strange sense of vulnerability," and states her song "Hold On" is a "touching tribute to the late rapper".

Cinquemani states "despite ventures into solemn territory and gangsta rap, the album continues down Kim's path of female sexual liberation.

's barrage of aural sex is complemented by strong, often lush production, and surprisingly witty samples and interpolations.

[17] In the AllMusic review for the album, Jason Birchmeier stated that "Biggie had played a large role in the success of Hard Core, and his absence here is gaping.

"[8] Jam Music critic Mike Ross stated that the album "failed to live up to its hype".

Sheffield states "Lil' Kim still has an admirably tough and nasty mouth on her, and it's good to hear a Queen Bee sting.

debuted atop the US Billboard's Top R&B/Hip-Hop Albums chart,[19] and at number four on the Billboard 200, with first-week sales of 235,000 copies – almost triple the sales of Lil' Kim's debut album, Hard Core (1996), which sold 78,000 copies.

The album was certified platinum by the Recording Industry Association of America (RIAA) on August 2, 2000,[21] and as of October 2007,[update] it had sold over 1,416,000 copies in the United States.

[23] In July 2001, it received a gold certification by the Canadian Recording Industry Association (CRIA).