Songfacts®:

• The hook ("When it all, all falls down") comes from Lauryn Hill's song "The Mysteries Of Iniquity," but is interpolated by Syleena Johnson, best known for her 2002 song "Guess What." West wanted to sample Hill, but couldn't get it cleared, so he tried out different singers for the interpolation and chose Johnson sings.
• The song is about a woman who lives off the largess of others, using men with money to support her opulent lifestyle (some might call her a "Gold Digger"). It's working out for her, but it won't forever. In the song, Kanye asks who she's going to turn to when it all falls down.
• "All Falls Down" was Kanye West's second single, following "Through The Wire." Both songs are on his debut album, The College Dropout. West was already well established as a producer but was just starting to make his name as an artist.
• West considers this a breakthrough song where he came up with his own style. He told the New York Times in a 2013 interview that when he first he wanted to perform hip-hop, "my raps sounded like a bit like Cam'ron; they sounded a bit like Mase; they sounded a bit like Jay-Z or whoever." It was only after West started hanging out with and producing the New York hip-hop duo Dead Prez that he understood how to make "raps with a message sound cool that I was able to just write 'All Falls Down' in 15 minutes."
• The music video was directed by Chris Milk and shot at Ontario International Airport in Ontario, California. It stars Kanye West and Stacey Dash, best known for playing Cher's high school best friend Dionne Marie Davenport in the 1995 movie Clueless and the television spinoff of the same name. The video also features cameos by Common as a gate agent, Kel Mitchell as a passenger, and Syleena Johnson at the ticket counter.