Produced by: Emile
Emile: “That was recorded pretty recently at the studio, just me and him. I was at the keyboard playing around with stuff and that sound—that main little blippy sound—came up and Cudi was like, ‘Man what’s that shit?’ We built it up and started stacking it; it was one of those things where he was writing verses as I was making the beat, and it was just a natural record. He had two verses, and I try to do a lot of interesting shit for bridges or third verses on this album because I know a lot of these songs don’t have thirds verses. We just got some interesting music going on, rather than a dragging third verse; I was messing with all these guitar pedals and backwards synths and shit like that, and that’s how that came about.

“Kanye came in that night to the studio while we were sitting there doing it, and I think it was me who suggested that Cudi do some shit on that trippy part at the end, like, ‘Man you should rap. Do some sing song-y bridge kinda thing.’ He and Kanye were like, ‘Nah fuck that, it’s the mood. That’s the whole point, it's like the mood.’ and I was like, ‘Aight.’ This record is definitely looking at the club through the eyes of Kid Cudi. That’s Cudi in some crazy New York club after 4 a.m. and the shit is still going and there’s liquor and models and drugs. Listen to the verses; I know dude, and that’s him sitting there in a dark-ass club looking around and what he’s thinking. It really captures that whole scene.”