Ja Rule wrote this song after the 9/11 terrorist attacks in 2001. Shortly after it, Ja Rule spoke to MTV’s TRL about the upcoming song and explained how it related to what the country was going through.

It’s basically about how we feel going through life. But [in] these times, especially right now [with] what’s going on, it kind of fits. On the record, I’m basically saying that it’s these rainy days that we spend a lifetime trying to wash away. Just waiting for the sun to come and shine again. But until then, come smile for me. So that’s the kind of vibe that [the song] is on.

In January 2002, while in Los Angeles on the set of Ashanti’s music video for her song “Foolish”, Ja Rule said:

I saw the tragedy and everything on September 11, I don’t know, I was just in my basement, in my studio, listening to some tracks. And it just came to me. I guess that was just kind of like the feeling I had at the moment. Watching all the news all day. And it just came out like that.

This song was originally written for R&B girl group TLC for their third album 3D as this song makes references to their album CrazySexyCool and their song “Waterfalls” but they declined the song. Group member T-Boz said:

It wasn’t that I didn’t like the song, it was more so that I felt like I’ve already been there, done that, and I was just on another page at the time.

In August 2013, Ja Rule told Complex:

I wrote that record on 9/11 after the Towers went down. I went in my basement in my studio and put that record together because that’s how I was feeling about the situation. I felt like the nation—us as a country, us as people—we were going through a rainy day. It will pass but today this is what it is. ‘Spend a lifetime trying to wash away/’Till the sun shines and I see your face/Smile at me.’ That’s how we felt as a country. The sun will come out and eventually we all will shine again, rise again, and be strong again. I wrote that record with TLC in mind. I remember being on the phone with Tionne [T-Boz] and singing her the hook to the record. I was in the office with L.A. Reid and she loved the record. She was like, ‘Oh, this is dope.’ Then Mary walks in and hears the actual reference of the record. I reference all of these records. Maybe one day I’ll put out an album of my references, because I actually sing the records and give them to [other artists]. I had referenced ‘Rainy Dayz’ and it was me singing the whole record. Mary heard it and was like, ‘Give me that. I’m taking that.’ She went right to the studio and recorded it.