The group, started by American rapper 2Pac, comprised 2Pac, his stepbrother Mopreme Shakur, and Stretch, who was heavily involved in 2Pac's previous two albums, Big Syke, The Rated R, and Macadoshis.

In 2016, Mopreme Shakur, Macadoshis, and Big Syke, members of Thug Life, spoke exclusively to VladTV about how 2Pac heavily advocated for Interscope to sign them after he formed the group.

One song recorded during the album's creation and scrapped due to its theme is Runnin', which features The Notorious B.I.G., Dramacydal, and Brown Man alongside 2Pac and Stretch of Thug Life.

The song was officially released in November of the following year as a single from the compilation album One Million Strong with a different hook made by the West Coast Long Beach rapper Radio.

In 2003, a remix of the song, with an alternate verse from 2Pac and featuring only The Notorious B.I.G., was released as a single from the soundtrack to the Academy Award-nominated documentary film Tupac: Resurrection.

"Full of machismo and do or die stances," wrote Jake Barnes in Q, "the lyrics' hardcore posturing is perversely undercut by sweet and delicate backings from artists like Curtis Mayfield, George Clinton and The Isley Brothers.