Scarface was playing pool with Jay-Z, Beanie, and their engineer Guru and was about to walk into studio to do his verse on this song when he got a phone call from one of his friends, telling him that one of their mutual friends had just lost his kids in a fire. Scarface was quiet for awhile and went to compose a new verse, after Jay offering to just record it another day. After a few minutes, Scarface then came back and spit this verse in one shot. True story, Jay talks about it a lot in his book Decoded.