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Produced by: Pop Wansel and Oak

Wiz Khalifa: “I recorded that in L.A with Pop and Oak. I hooked up with them because they’re really musical and they felt like they had some shit for me. So we got in the studio and they played some beats. I did some hooks and I think I wrote a verse. We were feeling that, but that was more of a getting to know you type-thing. Then, that night they went home and made the beat for ‘Top Floor’ and came back to the studio the next day and they were like, ‘That shit that we did yesterday was cool, but this is it right here.’ Then when I heard it, Oh man, it was cracking.

“The unique thing about those L.A. sessions was that some of them were during the day and I remember that being at like noon. I’d be up that early, but I don’t be up working that early. I’ll be up doing some shit on the computer or making phone calls, not up rapping. I actually was going to Vegas that night so I was trying to do everything that I could so I could get the fuck outta there cause I just wanted to go to Vegas. I got really hammered and didn’t sleep. That week I made ‘No Sleep,’ ‘Top Floor,’ and ‘Rooftops.’”

Pop: “We met Wiz back in September and we made that track for him the very next day. I went in and I put some drums together. Oak thought it was crazy. The next thing I know, Oak got in the booth and started ranting some crazy Turkish shit, [which are the] vocal samples you hear on the track. We took it to Wiz and he loved it.

Oak: “There was this sound that Pop used in the drums that reminded me of chanting. So, I went in the booth and started chanting a whole bunch of crazy shit in my native lanuage, Turkish. It was easy for me to do off-the-tongue shit in Turkish, so I just went in the booth said the grimiest, craziest shit I could think of. It sounded like a sample, but it’s not. [What I said] in Turkish means, ‘Get in me, eat me.’ It’s a really sexual thing. We went in there and played the record. Wiz was like, ‘Yo, that shit is crazy! I’m going to write this about a bitch!’

“Wiz is one of those dudes that emanates the calm around him wherever he goes. If you’re in this cloud of calm, you’re calm too. Working with him is like working with Willy Wonka at the Chocolate Factory. When you go in there, he’s got all of this creativity flowing and you just can’t help but to be creative too. If you’re in a room with Wiz Khalifa and the door is closed, [there’s so much smoke] you’re not going to see him until you’re three feet away from him.

“One thing that I noticed about Wiz, he constructs his songs literally one line at a time. He’ll go in the booth and he’ll focus on getting a dope line. With him, it’s all about feeling. It’s not so much about, ‘Yo, let me go in there and do the most acrobatic, technical shit I can think of!’ He goes in the booth like, ‘What feels the best?’"

Zvi Edelman (Vice President Of A&R, Atlantic Records): “Pop is just one of the most creative people I’ve ever met. Dude has an iced out ninja turtle chain. He’s not like your average dude that walks in off the street and is trying so hard to be cool.”