Lion, who earned a degree from the University of Texas at Austin in Music with an Emphasis on Vocal Performance and Concentration in Sound Engineering, conceived and wrote the song while researching music for his upcoming full length Michael Jackson tribute album. He found an
a cappella version of Jackson's "Ben" and centered that as the main hook, sped up the sample and made a hip-hop beat around the vocals. Lion noted that in hip hop it is standard to
bash gays and that on every rap album he has heard the singers call each other
faggot "as the first attack point". While Lion was in college, a friend of his
came out, and it was confusing to him how to react to the news. Lion thought of his gay friend and was inspired by the
It Gets Better campaign, an Internet-based project founded September 2010 by columnist
Dan Savage and his husband Terry Miller in response to an increase of
suicide among LGBT youth who were bullied because they were
gay or because their peers suspected that they were gay. The goal is to prevent suicide among LGBT youth by having LGBT adults convey the message that the teens' lives will improve. Lion sees "Ben" as a way to being a rap version for the It Gets Better effort. ==Composition==