Songfacts®:

• Here, Kendrick Lamar addresses a girl that he finds attractive. However, plagued by self-doubt, he warns her not to be alarmed by any unusual character traits and personality quirks she observes in him, as they are simply part of his identity. He just wants the chance to explain.
• Lamar is assisted by CeeLo Green who supplies his typically mellifluous vocals. African-American composer Adrian Younge and A Tribe Called Quest's Ali Shaheed Muhammad provided the smooth bossa nova beat, which features a dreamy jazz flute and xylophone. Younge is better known as a composer and arranger rather than working with rappers, but Jay-Z did sample two of his pieces for his 2013 Magna Carta Holy Grail album.
• The song was originally penned by Green and dubbed "Question Marks" with the intention of encouraging the production duo to move forward on their prospective collaboration with him. "I got sent 10 or 12 ideas of random, brilliantly produced Adrian and Ali collaborations, but this one spoke to me," the ex Ganarls Barkley singer told Pitchfork. The lyrics, he added, were initially "more just like a conversation with a woman."
• Younge said: "Honestly, Cee Lo wrote that to show Ali and I what he can do. Imagine Cee Lo calling you and saying, 'Yo, I finished that track,' and I'm like, 'All right, gonna listen to it and hit him back.' When I heard it, I was blown away. How I felt is arguably the same way Kendrick must have felt when he heard it."
• Kendrick Younge said: "Honestly, Cee Lo wrote that to show Ali and I what he can do. Imagine Cee Lo calling you and saying, 'Yo, I finished that track,' and I'm like, 'All right, gonna listen to it and hit him back.' When I heard it, I was blown away. How I felt is arguably the same way Kendrick must have felt when he heard it."
• Younge credited Muhammad for the bossa nova element of their beat. "Ali was like, 'Yo, let's go bossa nova.'" he told Pitchfork. "I had done bossa nova stuff before, but the kind of bossa nova stuff I was doing was like, really slow, mood s--t. But when you said to go upbeat on that, I remember that distinctly and that started a whole new lane for us. For me personally it reminded me of Ali's spirit within Tribe. That's something that Tribe would do. What's the bossa nova s--t you guys sampled?"
• When Untitled Unmastered was released, Green tweeted: "After 2yrs @kendricklamar Releases 'untitled 06' on his new album feat Me, forgot he had it... Damn, Happy You Decided to Use it King."