Produced by Dr. Dre, this track is built on a sample from Joe Cocker's 1972 song "Woman To Woman." Tupac said in Rolling Stone seven months before he was shot, that he didn't want this song to be about violence, "I want it to be about money." The chorus was performed by Roger Troutman, who was known for creating synthesized vocals using a vocoder. Many West Coast rappers sampled Troutman. 2Pac used Troutman's "Be Alright" as the basis for his 1993 song "Keep Ya Head Up." Troutman died in 1999 when he was shot by his brother after a dispute.