Kool G. Rap & DJ Polo were by now underground rap superstars, and pioneers for hardcore rap; Kool G Rap especially was known for his film-noir-based tales of Mafioso life and the ghetto underworld. For this, their third LP, the group mostly recorded in Southern California with producer Sir Jinx of Ice Cube's Lench Mob camp. Jinx gives Kool G. a West Coast sound, heavy on 70's funk and soul samples. He produces all but a couple of songs here, the remaining done by Trackmasters, who would later achieve great acclaim producing for LL Cool J, Nas, and Will Smith. Released in 1992, the same year as Ice-T's "Cop Killer" controversy, the album was delayed for several months as label executives debated the often violent content.
A summary of key tracks follows:
"Intro"- a sample of the "Godfather" theme music accompanies this intro; Kool G Rap has said in interviews that he wanted this album to play like a movie.
"On the Run"- Kool G. imagines himself as a Mob courier delivering drugs; one day he decides to take the "product" and cash and make a run for it, with violent results.
"Live & Let Die"- not a cover of the Paul McCartney song, but a rap manifesto about the criminal life.
"Train Robbery"- Kool G. imagines robbing a New York City subway train.
"No. 1 with A Bullet"- Kool G. teams up with Big Daddy Kane for a hyper-aggressive track; Kane, for his part, sounds re-energized on this uptempo cut.
"Operation CB"- Kool G. relates misadventures trying to have romantic liaisons with the opposite sex.
"Straight Jacket"- Kool G imagines himself as a psychologically disturbed man whose violent past catches up with him.
"Ill Street Blues"- the leadoff single, a piano-laced track where Kool G. references the "Scarface (the movie)" line of "what's a hassa"?
"Edge of Sanity"- Kool G. imagines himself as a prisoner who goes insane with jealousy towards his girlfriend.
"F***-U Man"- allegedly a proposed song collaboration/tribute to porn actor Ron Jeremy (DJ Polo had a chance meeting with him at a hotel), Kool G spits sexually explicit boasts here.
"Two to the Head"- featuring the Geto Boys' Scarface & Bushwick Bill as well as Ice Cube, the rappers tag-team against wack MCs.
A second disc has various selections from 12-inch singles released during the album's first run.