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Over a soulful loop from Reuben Wilson’s “We’re In Love” mixed with vocal samples from Juice Crew members Craig G and Biz Markie, Nas reminisces about the fast life he was living as an adolescent, causing him to feel like a grown man when he was just a teenager. Nas said the following about the song’s concept: "‘Memory Lane’ is just how I saw the world growing up, and I miss it." DJ Premier provided some background information on the track in an interview with XXL: "Nas wanted to help me pick a sample for that, and he heard the Reuben Wilson sample [from “We’re in Love”], and he was like, “That’s it.” I wasn’t really into that one. But he was like, “Yo, that’s it, Preem. Cook that up.” So I just hooked it up, because he asked me to. I was in competition with the other producers on the album, so I wanted to be funkier than what they had. He wrote it right on the spot. Once we cut the vocals, I heard what he was saying. I wasn’t mad at it. I wasn’t against it, I just thought I could have done better." Nas told XXL: "I just felt like all the shit I saw in Queensbridge, it meant something. For some reason, I knew this ain’t the average shit a kid my age is supposed to be seeing. I knew it was something special about what I was seeing, and it wasn’t all good. This was real life. It’s situations—whether it’s welfare, or my friends’ havin’ dope-fiend parents, or teenagers being chased by cops."