Produced by: Benny Blanco

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Wiz Khalifa: “That was real fun to do because it was more of a party song and that’s my personality anyway. I was in L.A., so we called up a bunch of people and had a good time at the studio and recorded the song. It’s not a party all the time [in the studio] because you gotta work, but there can be some drinking. There’s always some smoking. There’s gotta be some laughing and joking too because I hate when things are too serious, it makes me uncomfortable.

”Usually when I’m recording, it’s rare that I’ll drink before I record. There’s only like two or three songs on the album where I was drunk when I did it. I’m smoking all the time—but drinking, I try not to do as much, it’s more of a social thing. Drinking doesn’t do much for my creativity.

“I was in New York with Benny Blanco as he made the beat from scratch. I wasn’t up on his work before, I was really going with the people around me and trusting them that he was as tight as they told me he was. When he sat down and made the beat, I was just like, ‘This dude is incredible.’ It was definitely a similar situation working with Benny [as it was working with Stargate], but it wasn’t anything that [Atlantic Records] forced on me.

“There were a bunch of people that they definitely suggested that I work with that I totally said ‘no’ to. I don’t even remember who, but it was people who were hot at that time or that they just wanted to try something with. I was like, ‘No, there’s no sense in even trying it. Just put me with somebody who I’m gonna get a hit with.’ And it wasn’t for any particular reason other than not being ready to work with those people. But when I did agree to go with who they wanted me to, it worked out really well. It was natural and what’s really important is that all parties are happy with the song.

“Anybody that I get with, I wanna make my own connection with them. I’m gonna be working with a lot of different people on the new album. Like, I’m working with Pharrell, but Pharrell is known for what he’s known for. But when he gets with me, I want it to be a unique sound to the point where it’s like, ‘That’s that Pharrell and Wiz shit.’ Same thing with Benny Blanco, same thing with Stargate. It’s like, ‘That’s Stargate and Wiz.’ I don’t take records that they’ve played for anybody else or that they’ve suggested for anybody else. Hell no. I don’t do that at all. If it’s gonna be for me, it’s gotta be strictly for me or don’t even bother playing it.

“My situation [with Atlantic] is unique to me. They know me as an artist and they know what to expect from me. They know what ideas they can and can’t present to me and that’s just based off of our understanding. They know that I’ll take criticism and I’ll do things different for the sake of everybody being happy because I’m not gonna play myself and do anything that I’m not into.

“They never try to push songs on me that other artists have had. They know better than to give me songs with hooks on them. It’s a good business relationship that we have and it’s an understanding and I just think that comes from me being able to deliver.”

Benny Blanco: “We recorded in New York at Downtown Recording Studios. That was my first time ever meeting him. I made that beat right in front of him. He was real quiet [in the studio] and then he was like, ‘Yo, I fuck with that.’ It was kinda just me making tracks and then he stuck to one and started writing to it. Then he recorded verses to it. Later on, I finished the record at my house and he did some of his verses on his tour bus.

"I wanted to make something that was similar to the ‘The Thrill.’ I wanted to make something that kinda had a little indie rock-feel that was in the verses. Something that was smooth, but still had banging drums. I just felt like he wanted to make something that was a ‘feel good’ record because we were playing some records and watching all his videos and the fans were definitely going crazy for songs like ‘The Thrill.’ Songs that had a little bit more singing and had a little bit of an indie rock feel to them.”

Benjy Grinberg (Executive Producer and CEO of Rostrum Records): “Wiz was just sitting there. They didn’t know each other that well and it was among the more awkward sessions that I’ve ever come in on. But Wiz left with the beat to “No Sleep,” and promised that he would write to it. Months went by and he didn’t write to it.

Then finally, one night in L.A., he was like, ‘I’m going to write to that song tonight,’ which was the best news I had ever heard. [Laughs.] Wiz went in and he made a hook, which was actually not the hook you hear now. The hook you hear now is actually the first half of his original hook, repeated twice. It used to go off into this other thing where the melody stayed basically the same, but it got a little wordy.

”He was listening to it over and over again that night that he was writing it, and that’s when he went in. He was like “I need to do something different over the bridge part,” so he went back into the booth, and just out of nowhere, he went back into the booth and did that sing-songy bridge part, and once he did that I was like ‘Oh, it’s over.’

Then Benny went in at the advice of Zvi, and some other people, and he chopped the chorus in half, and repeated it twice. We were all worried when we played it for Wiz if he was going to hate it, because we had already had that battle over ‘Black & Yellow’ and Stargate. But he heard it, and he was like, ‘It’s great. I love it.’”

Zvi Edelman (Vice President Of A&R, Atlantic Records): “Just to be diplomatic and fair I think him and Benny have amazing musical chemistry, but they’re just two amazingly different people and the day Benny made the beat, it was just a really dry session. There was no energy in there. You could just tell that Wiz just wanted to go back to his hotel room. I just think he wasn’t prepared to come in there and have someone be like, ‘Oh, I’m gonna make a beat right now.’ I think he just figured he’d come in and pick from some beats and he’d be rapping.

“Plus Wiz is a very mellow, cool, chill guy and Benny is a maniac and I say that with the utmost love. He’s got some of that same energy that Disco D had. He’s just a spaz. Benny never has batches of beats. Benny made two beats and Wiz didn’t write to either of them that day, but he chilled with Benny and smoked as Benny made the beats. With Benny you get a very rough skeleton. He goes back and does a ton of post production. I think it was three months later we were in L.A., and I was just hounding [Wiz] and I think he pretty much just wanted to shut me the fuck up. So, he went and did it and the second he got out of the booth we were really just all celebrating because when you make a record like that it’s just like, ‘Yeah!’