He claimed that Biggie and his crew knew of his shooting and wanted him dead. He explained that Shakur was initially fueled by his anger against Biggie and Bad Boy Records for the belief that they had a role in the November 30, 1994, ambush and attack on Shakur. The ferocity of Shakur's raging vocals, as said by long-time collaborator and producer of "Hit 'Em Up" Johnny J, was entirely authentic. The bassline of the soundtrack is a sample from a song called ' Don't Look Any Further', by ex- Temptation Dennis Edwards. The first and third verses are performed by Shakur, while the second verse is performed by Hussein Fatal, the fourth by Yaki Kadafi and the fifth by E.D.I. Together, the rappers (along with other associates) formed the original lineup of the Outlawz. For the song, Tupac Shakur recruited the members of the former group Dramacydal whom he had worked with previously, and was eager to work with again. "Hit 'Em Up" was written and recorded at Can-Am studios in 1996. The song is widely regarded as one of the greatest diss tracks ever recorded due to its explicit lyrical content and the seriousness of violent intent expressed by Shakur and his colleagues towards their rivals. The controversy surrounding the song is due in part to Shakur's murder in a drive-by-shooting only three months after its release. Following its release, the East Coast rappers insulted in the song responded through tracks of their own. "Hit 'Em Up" had a large role in exacerbating the East Coast–West Coast hip hop rivalry.
The video, itself described as infamous, includes impersonations of Biggie, Puffy and M.A.F.I.A. Reporter Chuck Philips, who interviewed Shakur at Can Am, described the song as "a caustic anti–East Coast jihad in which the rapper threatens to eliminate Biggie, Puff, and a slew of Bad Boy artists and other New York acts." The song was produced by long-time collaborator Johnny "J". There is a previous version of this song recorded in October 1995. The song was recorded at Can Am Studios in 1996. The song's lyrics contain vicious insults to several East Coast rappers, chiefly Shakur's former-friend-turned-rival, Christopher Wallace, also known by his stage name, the Notorious B.I.G (or colloquially, Biggie Smalls). It is the B-side to the single " How Do U Want It", released on June 4, 1996. " Hit 'Em Up" is a diss song by hip hop artist 2Pac, featuring the Outlawz.