Rico Wade: "We had just done 'Waterfalls' for TLC, so in our mind we were like, 'We want to do something big for OutKast.' So we rented this condo in downtown Atlanta, the Biltmore, and we just kind of worked on some of the songs for that album, and that was one of them that we worked on down there. We got out of the Dungeon and rented that condo because we wanted it to be different when we made that beat. We were listening to a bunch of Sade and stuff at the time. We had Marqueze write the hook for it. But the original hook was the end of 'Growing Old' where it's fading out and we have Andre doing, 'See all them leaves must fall down, growing old…' That was the hook that they originally wrote to it, and we changed it. We wanted that to be a special song."
Mr. DJ: "During the making of that whole second album, we just knew… We kind of knew that we were on to something, and that song just made you feel that. So the cut that I was cutting at the end, I was saying, '96 gon' be that year,' cause that was confirmation that it was going down. No one had to tell me to add scratches to it. Everybody had a role in the camp. And it was an unsaid role, you just knew what you did best and what you had to offer—and that was just what it was. It wasn't nobody questioning it, it was no problem with it. When it came to OutKast laying verses in the studio, I was probably like the only person there with them. Most of the time we did verses at Stankonia Studios. In the early days, I stayed in the studio most of the time, even when OutKast were on the road doing something.
"Lyrically, Big's a faster writer than Dre. When Big goes in to do his verses, he takes off all his jewelry. He takes everything off before he goes into the booth, and that's his little ritual before he lays his verses. My assumption was, he did that before making music because it's, 'as you were when you started.' You know? To have that feeling of pureness. You standing there in a booth with all your jewelry on, you kind of lose touch.
"Dre and Big both write everything. Matter of fact, Dre don't even believe in freestyling, and I don't even think Big believe in freestyling. Cause I think the explanation was, it's a little bit better to think about what you gon' say before you say it rather than just blabbing off anything. It makes more sense to think about what you saying. Cause I remember when we used to be on the road and people used to always want them to freestlye, especially over in the Bay area. They were on the Sway & Tech Wake Up Show show once in California, and everybody would have to freestyle on their show, and Dre and Big explained that they wasn't gon' freestyle cause that's just not what they do.
"Overall, they both understood the power of words. And The Dungeon is just now starting to understand what our music meant to people. Because we were just having fun making music, I don't think we realized how it touched people until later. Now we get to really hear how much people appreciate the songs."