In the wake of Nelly's 2001 breakthrough, his St. Lunatics bandmate Ali secured a deal with the rapper's Universal imprint. Ali first reached a broad audience that year through the crew's initial album Free City, also issued by Universal, then followed up early in 2002 with his own debut full-length. Nelly and the other St. Lunatics appeared on the project, which drew on production from Jason "Jay E" Epperson and Waiel "Wally" Yaghnam.