The group went outside its past self-production and got help from future star producers Buckwild and Rockwilder. The album features O.C. and A Tribe Called Quest's Q-Tip. The album's tone is generally darker than that of its predecessor, with subject matter falling under the album's title. The album is now out of print.

The cover was painted by the late Matt Reid AKA Matt Doo of Dooable Arts, who later committed suicide. Prince Po would later write "Be Easy", a song dedicated to him from his album The Slickness. He also designed the cover for Company Flow's seminal Funcrusher Plus.