Songfacts®:

• I love when you count me out
  
  Here, Kendrick Lamar bares his soul about doubters who motivate him to prove them wrong. He's learned to love himself and not get dragged into a negative and miserable mindset by his haters.
• Kendrick Lamar recorded the song for his double album Mr. Morale & the Big Steppers. K-Dot split the record into two: The Big Steppers opening half of the project finds the Compton rapper working through grief and insecurity.
  
  "Count Me Out" is the first track of the Mr. Morale second part. It represents a breakthrough as Lamar ponders being more honest to himself and those closest to him concerning his past traumas and mistakes.
• The introduction features the voices of singer-songwriter Sam Dew, Lamar's spiritual teacher Eckhart Tolle, and his fiancée, Whitney Alford. They set the scene for the rapper stepping into a new chapter in his life.
• Lamar's frequent collaborators Sounwave, J. Lbs, and DJ Dahi co-produced the track with additional production by Tim Maxey. It originated with a session Dahl did with guitarist Danny McKinney at home jamming out ideas for his own album. He then hired a choir to work on some of his tunes.
  
  When Dahl came up with the "Count Me Out" track, he sent it to Lamar, who loved his idea and started writing to it. He was like, 'Yo, bro, I think I might need it. This is exactly what I need,'" Dahi explained to Rolling Stone.
  
  "Just knowing him and his process, it's like, all right, yeah. Maybe it's a good thing or bad thing, but I don't hold on to music," he continued. "If I trust other artists or what they do creatively, I'll let things go because it's more about the messenger."
• Kendrick Lamar and longtime collaborator Dave Free co-directed the video, which co-stars Helen Mirren as the rapper's therapist. The British actress's only previous music video credit was playing herself in Italian singer and comedian Checco Zalone's 2021 clip for "La Vacinada." Maroon 5 had lined up Mirren for a cameo in their "Girls Like You" visual but it didn't work out because of conflicting schedules.
  
  Twitter CEO Jack Dorsey, venture capitalist Vivi Nevo, rapper Tanna Leone and Lamar's fiancee Whitney Alford all have cameos.