Songfacts®:

• This song was produced by Miami producers DJ Infamous, who is a three-time world champion DJ, and Andrew "Drew" Correa. The pair got their first major placement as a collective when their track "Mr.Carter" appeared on Lil Wayne's Tha Carter III album in 2008. Correa told Billboard magazine that despite the success of "Mr.Carter," they felt uncertain about this tune when they presented it to Wayne. He recalled: "Wayne hit me up one night and wanted us to come through the studio to make some tracks with him live. When the track came together the next morning everyone thought it was the s--t and [Wayne] told us it would be a single. We thought he was joking. We thought he was just saying that to be nice. But a couple of days later we were signing paperwork and it was actually happening."
• This was Lil Wayne's debut Rock single. Though Lil Wayne had been warning for a while that Rebirth would be a Rock album, it wasn't until this song was leaked that his fans realized just how serious he was. Infamous told Billboard magazine that he and Correa were just as surprised: "There were rumors Wayne was working on a rock album, but I assumed it was just [electronic] 808 drums with guitars on it But that night when we worked on the track, [Wayne] said he wanted lots of drums, bass and guitars. Drew started to add organs, and [Wayne] said no. That's when I realized it was actually going to be a real Rock album."
• This song was co-written by and features Young Money artist Shanell. She told New Lil Wayne how the song came about, and why Wayne choose it to be his first single. Said Shanell: "Well what it means to me, it's something I think that if you want the victim of the Prom Queen be it "the Prom Queen or the guy in that story", like you've seen its the guy that likes the popular girl and she disses him all throughout school and then maybe later on in life when they get older they might meet up and you see that same popular girl and that same guy but the role reversed". Now that guy that was supposedly not so popular is doing well for himself and he's like "I used to like her?" [Laughs] So that's where the concept kind of came from and I thought that working on Wayne's Rebirth like he's doing a lot of different stuff and when I brought that to him he really liked it. I thought he could best get that song across, so we decided to work on it and record it. In terms of it being the first single, [laughs] honestly I don't know. They just told me that it was going to be the first single and I think he just really liked that it had a storyline that a lot of people could relate to. You know being that he's branching off into [interrupts] and I want to say this to, a lot of people are calling this his "rock album" and he is to, and it's really an album of a different type of Lil Wayne music. Rather than putting a stamp on it and saying that its rock, it's more of a different side of Lil Wayne where he can express his intellectual side or more fun side just to reach another demographic of people. He thought it was a good song and it had a great story line and a lot of people can relate to it."