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Lamar first recorded "Not Like Us" on May 2024, with Mustard serving as its beatmaker. The song samples Monk Higgins' cover of Ray Charles' composition "I Believe to My Soul". Following his The Pop Out concert, he experimentally recorded the album at the SoFi Stadium on the same place following a "tour(ish) visit" to the stadium. Baby Keem recorded his vocals in Las Vegas, the TDE artists' vocals were recorded at the TDE Red Room in Carson, Spanish singer Rosalía's vocals were recorded in Barcelona, New Zealand singer Lorde and Jay-Z's vocals and Jack Antonoff's beats were recorded in New York City, the string section were recorded at Abbey Road Studios in London, Swedish producers Max Martin, Ilya and Shellback's beats were recorded at Stockholm, the album's mix was recorded at Larrabee Sound Studios on North Hollywood, and Lamar's vocals were recorded at Santa Monica on two studios owned by "himself". The album's executive production was handled by Lamar himself (under the pseudonym "OKLama"), Anthony "Top Dawg" Tiffith and his son Anthony "Moosa" Tiffith, Jr., Terrence "Punch" Henderson and Dave Free, who guest appeared on the music video for "Not Like Us".

 

 

Lamar praised Rick Ross and Childish Gambino's performances on the album as additional vocalists.

Lamar also recorded music on July 2024, and invited fellow rappers Rick Ross and Childish Gambino at his "owned" studio Windmark Studios at Santa Monica, were Rick Ross' vocals appeared on "Extravagance" and Childish Gambino's vocals on "Get This Shit Up". On an interview with XXL, Lamar praised both artists' performances on the album, and added it on his "Note Like Us" critics poll, like Pazz & Jop, but made for hip hop music.

The songs are performed by the "Pop Out" collective consisting of Lamar, Baby Keem, and TDE flagship artists (except Punch).

The themes are talking about Lamar's fame and consciousness, as well getting a "semi-peaceful" theme to the album to honor his feud with Drake. He also introduces his self-acclaim and personal fame of being one of the world's best-selling music artists of all time, and giving a billion of wealth given by Dr. Dre. On the song "Get'cha Back Nigga" (originally titled "Fame and Money" on leaked versions of the album), he mentions "give all of Dre's money, wealthiest man in the world it's meh!". He also explores themes on previous albums such as childhood and generational trauma, infidelity and celebrity worship (Mr. Morale & the Big Steppers), religion, wickedness and weakness (DAMN.), political commentary, African-American culture, racial inequality, depression and institutional discrimination (To Pimp a Butterfly), gang lifestyle and street living (good kid, m.A.A.d city), among other topics. Lamar also expresses transphobia and homophobia on several songs of the album, as well his teenhood watches on Censored Eleven cartoons. Throughout many songs, he uses his new "name-drop" technique, mentioning many celebrities and artists included on the album.

The music on the album is primarily hip hop music combined with R&B and trap music, with a broad range of record producers and featured artists. Other genres are included on the album are pop music, gospel music, alternative hip hop, gangsta rap, G-funk, rap rock, pop rap, jazz rap, conscious hip hop, hip house, electronic music, drill music, experimental music, soul music, neo soul, alternative music, and other delights.

All songs written and produced by Kendrick Lamar alongside any guest artists, except producers and track 10, solely written by Jay-Z. All tracks co-produced by Sounwave, except track 10, only co-produced by Jay-Z, and bonus track, solely produced by Lamar. Co-producers listed below.