Though the album version was not recorded until 1990, the song was originally written in the late 1980s; it was performed live as early as 1989. The backing track was built around many samples, primarily the main riff from Herbie Hancock's track "Bring Down the Birds" from the Blowup soundtrack and Vernon Burch's "Get Up", which provided the drum track and also formed the basis for the breakdown featuring a slide whistle. Parliament-Funkadelic bassist Bootsy Collins provided guest vocals, and the rap is provided by Q-Tip of A Tribe Called Quest