The final song on Tha Carter II, “Fly Out” completes a trilogy of songs (“Fly In”, “Carter II”) on the album that all feature the same beat

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Nas displays complex lyricism with his “N.Y. State of Mind” over a track from Gang Starr’s DJ Premier. The chorus samples a Rakim line from the track “Mahogany,” which is fitting since Nas was being heralded as the second coming of the God MC. The track is considered one of Nas' greatest songs, and Preemo produced the sequel five years later for Nas' third album, I Am…. Alicia Keys used DJ Premier’s beat for her 2003 track “Streets of New York,” which featured verses from Nas and Rakim. Complex listed “N.Y. State of Mind” in the #9 spot on their list of The 100 Greatest Hip-Hop Beats of All-Time.

Nas said the following about the track

The music just spoke to the people that needed to know what was in my head and what it was like in the minds of everybody in New York at that time—that’s what I thought. I thought the sound sounded like what was in everyone’s head at some point, or that sound represents a certain section of your mind. […] There was a lot going on in New York, especially in the ‘90s, same as today. That song—I think it’s timeless in a lot of ways.

In an interview with XXL, DJ Premier gave some background information on “N.Y. State of Mind”:

That was actually the second beat that I did [for Illmatic]. The first one was ‘Represent.’ I just had the drum pattern going with the funny little—it sounds almost like an astronaut signal at the beginning…I found that Joe Chambers sample [‘Mind Rain’], which is where that’s from. I usually don’t disclose my samples, but I cleared it, so it’s all good. Found the sample, and when they heard that melody, Nas and them was in agreement, like, ‘Yo, hook that up, that’s hot.’ So I hooked it up, and Nas started writing.

Right at the beginning of the record, when he says, ‘Straight out the dungeons of rap, where fake niggas don’t make it back.’ And then there’s kind of like a silence, where the music is building up, and you hear Nas go, ‘I don’t know how to start this shit.’ He just wrote it, and he was trying to figure out how to format it, like when to come in. I’m waving at him in the control room like, ‘Look at me, go in for the count.’ So right when he looks up and sees me counting, he just jumps in. He did the whole first verse in one take, and I remember when he finished the first verse, he stopped and said, ‘Does that sound cool?’ And we were all like, ‘Oh my God!’ It was like, I don’t even care what else you write.

He also praised Nas adapting to the New York sound:

On ‘New York State of Mind’ it was literally him watch[ing] me drop the needle. ‘What you think of that, you like that?’ And I’m [like,] ‘It’s alright.’ ‘Okay, keep going.’ You know it’s a record so I’m like bringing it to that point where I think it needs to start. Boom, I said, ‘Oooh, let me hook that up.’ The sound that ran hip-hop was our sound [and] Nas matched that. He wasn’t like ‘unh uh, shorty, get your sound up,’ know what I’m saying? It wasn’t ‘get your sound up,’ it’s like he blends right in.

Producer Large Professor revealed that “N.Y. State of Mind” is his favorite song on Illmatic:

The intensity and just the pureness, like, it captured the whole New York perfectly. As a fan of Nas, as a fan of Preem, as a fan of hip-hop, like, it was just like, ‘Yo, this is crazy.’