Recording sessions took place at RJ Rice Studios in Farmington Hills.

It features guest appearances from Bilal, BJ the Chicago Kid, De La Soul, Jon Connor, J. Ivy and Phife Dawg.

The 12-track LP features nine songs produced or co-produced posthumously by the late member J Dilla.

[6] Vocals of late members J Dilla and Baatin were also placed on the album.

also features appearances from De La Soul, Phife, Black Milk, Frank Nitt, Bilal and J Dilla's younger brother Illa J.