Written by: 2Pac, Woody Cunningham, Dr. Dre, Norman Durham, Larry Troutman, Roger Troutman

Lyrics by: J. Flexx

Produced by: 2Pac (co), Larry Chatman (assistant), Dr. Dre, Suge Knight (executive)

Performed by: Carl “Butch” Small (percussion), Sean “Barney” Thomas (keyboard), Roger Troutman (guest, talkbox), Dr. Dre (guest), Roger Troutman (guest), Dorothy Coleman (background vocals, guest), Danette Williams (background vocals, guest), Barbara Wilson (background vocals, guest)

Mixed by: Dr. Dre