[Verse 1: Rapper Big Pooh]
Cold as the cold in the wintertime
Slow rhyme when I rhyme, no beginner I'm
City walk when they sin, tryna make a dime
They don't ask for too much, just a lil' shine
Lil' time on the grind tryin get that gwap
Weren't worth eight years for your first time pop
Now you back rehabilitated, punchin' the clock
Old neighborhood witnessin' your man and 'nem drop
Got the drop on that n***a, said he runnin the block
Graduated from the greens to servin' up rock
So you plot and you think and you sin on the plan
On some scheme-ass shit but, that's your man
I'm sayin, you tryna push reason to the front
And put a block on that other shit you want
But the streets keep callin ya name
An 9-to-5 slave to the rhythm ain't bringin you fame
So it's back to the game, round up a lil' gang
Set it up to stick ya manye but he stick you first
Goodbye!

[Hook: Rapper Big Pooh]
I seen 'em rise, seen 'em fall (seen 'em fall)
Seen 'em come, seen 'em go, seen 'em all (seen 'em all)
Seen stars wit dey name on the wall
Til the money get tight and the limelight's gone (light's gone)
3 A.M. in the backseat leanin'
Thinkin 'bout all the things I've seen, man
[Verse 2: Phonte]
Remember... before n***as was on the bandwagon...
I fell asleep til the sound of hand cannons
Leavin holes in souls the size of Grand Canyons
Late nights, Bingham Street with my man Brandon
Fast forward, twelve years now we grandstandin
Because I'm main-taining, wit'out man-tannin
And it made me an ani-mal
But I need another quota book for the catalog
I could dumb down and rap for bitches and alcohol
But I'm too loud, and too proud to tap-dance for these crackers, dawg
So, won't be no Gregory Hine-it
When Tay get hostle, he in the gospel like he in the Winans
And right now, he in there finding
A new platform for the rhymes that I arranged
A new ideas for the lines that I exchanged
Cause I can't be, a laughing stock homie, that'll be a crying shame
All I need is six bars and an intro
Cause I relate to these beats like it was kinfolks
And the flow's so fresh like Mentos
And this is all real talk, that's for your info
Cause that's where I been, yo, ho!

[Hook: Rapper Big Pooh & Phonte]
I seen 'em rise, seen 'em fall (seen 'em fall)
Seen 'em come, seen 'em go, seen 'em all (seen 'em all)
Seen stars wit dey name on the wall
Til the money get tight and the limelight's gone (light's gone)
Uh, 3 A.M. in the backseat leanin'
Thinkin 'bout all the things I've seen, man
[Verse 3: AZ]
Grindin, time limb
Muh'fucker back up, stepped-up muh'fucker
So quiet, I coulda crept on a sucker (Ahhh!)
From behind and blew the breath out the busta (Poooow!)
But instead, held my head like a hustl-er
Pumped-up and get the sound of the muffler
Heard him clown bout his pounds bein fluffier
Tellin n***as outta town they be luckier
It get sad when the hood had enough of ya
Broke n***as buck at cha, poke you in ya jugga-ler
But when you high, you feel n***as can't fuck wit ya
I'm surprised a n***a still had customers
Shut my eyes and inhaled my smoke
Tryna decide, should I let him slide - but nope!
He broke ties when he spoke his lies
Tell his pi's that he hope I die, so my reply is
To "Keep it real, I hope you could fly"
Cause I'ma send him to them open skies
(Gah! Gah! Rrraaah! Rrraaah!)

[Hook: Rapper Big Pooh & AZ]
I seen 'em rise, seen 'em fall (seen 'em fall)
Seen 'em come, seen 'em go, seen 'em all (seen 'em all)
Seen stars wit dey name on the wall
Til the money get tight and the limelight's gone (light's gone)
3 A.M. in the backseat leanin'
Thinkin 'bout all the things I've seen, man
I seen 'em rise, seen 'em fall (seen 'em fall)
Seen 'em come, seen 'em go, seen 'em all (seen 'em all)
Seen stars wit dey name on the wall
Til the money get tight and the limelight's gone (light's gone)