Produced by: Emile
Emile: “We recorded this in Hawaii. Cudi went in and did the first verse and the chorus on that and he actually wrote that chorus in one take. It sat for a while, he didn't go back to it, even though I was jocking him to finish the song. [Plain] Pat was like, ‘Cee Lo would sound fresh doing that chorus that Cudi wrote’ when it was us just talking about the record. As months went on, I just kept messing with the beat; it was Cudi’s idea to actually slow the drums down at the beginning then have them speed up, which I thought was pretty fresh. Finally I got the beat to where he was interested, and he ended up finishing the song in the eighth or ninth inning. We reached out to Cee Lo, because that idea kinda stuck and we're all Cee Lo fans. We hit him up and he was into it. He did it on his own and sent it back. He re-sang Cudi’s chorus and did these ill background harmonies, and then we sent it to Larry Gold to do the strings. My favorite part is that bridge where Cudi echoes the chorus Larry did. The strings are just incredible; I thought it was just really fresh the way it came together with Cee Lo doing the harmonies.”

Cee Lo: “We met at this spot out in L.A. called Apple. We both were in town at the same time. That was my first time meeting him and we kicked it that night, just being casual. But his people did reach out and ask me to be a part of the record, and it was easy ’cause I fuck with him. [In March or February] I was working at Nightbird [Studios] at the Sunset Marquis. They sent over the files and since he had a scratch vocal of what he was feelin’ for the hook—it was kinda easy for me to just smash on it and send it right back. I stayed within the hook, but added all the background nuances and stuff like that.”