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File:SoFi Stadium.jpg to record experimentally The Pop Out following his residency The Pop Out: Ken & Friends]]

Lamar first recorded "Not Like Us" on May 2024, with Mustard serving as its beatmaker. The song samples Monk Higgins' cover of Ray Charles' composition "I Believe to My Soul". Following his The Pop Out concert, he experimentally recorded the album at the SoFi Stadium on the same place following a "tour(ish) visit" to the stadium. Baby Keem recorded his vocals in Las Vegas, the TDE artists' vocals were recorded at the TDE Red Room in Carson, Spanish singer Rosalía's vocals were recorded in Barcelona, New Zealand singer Lorde and Jay-Z's vocals and Jack Antonoff's beats were recorded in New York City, the string section were recorded at Abbey Road Studios in London, Swedish producers Max Martin, Ilya and Shellback's beats were recorded at Stockholm, the album's mix was recorded at Larrabee Sound Studios on North Hollywood, and Lamar's vocals were recorded at Santa Monica on two studios owned by "himself". The album's executive production was handled by Lamar himself (under the pseudonym "OKLama"), Anthony "Top Dawg" Tiffith and his son Anthony "Moosa" Tiffith, Jr., Terrence "Punch" Henderson and Dave Free, who guest appeared on the music video for "Not Like Us".

{{multiple image

| align = right

| footer = Lamar praised Rick Ross and Childish Gambino's performances on the album as additional vocalists.

| image1 = Rick Ross in 2011.jpg

| width1 = 130

| image2 = Childish Gambino at SXSW 2014 (Cropped Version).jpg

| width2 = 120

}}

Lamar also recorded music on July 2024, and invited fellow rappers Rick Ross and Childish Gambino at his "owned" studio Windmark Studios at Santa Monica, were Rick Ross' vocals appeared on "Extravagance" and Childish Gambino's vocals on "Get This Shit Up". On an interview with XXL, Lamar praised both artists' performances on the album, and added it on his "Note Like Us" critics poll, like Pazz & Jop, but made for hip hop music.

The songs are performed by the "Pop Out" collective consisting of Lamar, Baby Keem, and TDE flagship artists (except Punch).

The themes are talking about Lamar's fame and consciousness, as well getting a "semi-peaceful" theme to the album to honor his feud with Drake. He also introduces his self-acclaim and personal fame of being one of the world's best-selling music artists of all time, and giving a billion of wealth given by Dr. Dre. On the song "Get'cha Back Nigga" (originally titled "Fame and Money" on leaked versions of the album), he mentions "give all of Dre's money, wealthiest man in the world it's meh!". He also explores themes on previous albums such as childhood and generational trauma, infidelity and celebrity worship (Mr. Morale & the Big Steppers), religion, wickedness and weakness (DAMN.), political commentary, African-American culture, racial inequality, depression and institutional discrimination (To Pimp a Butterfly), gang lifestyle and street living (good kid, m.A.A.d city), among other topics. Lamar also expresses transphobia and homophobia on several songs of the album, as well his teenhood watches on Censored Eleven cartoons. Throughout many songs, he uses his new "name-drop" technique, mentioning many celebrities and artists included on the album.

The music on the album is primarily hip hop music combined with R&B and trap music, with a broad range of record producers and featured artists. Other genres are included on the album are pop music, gospel music, alternative hip hop, gangsta rap, G-funk, rap rock, pop rap, jazz rap, conscious hip hop, hip house, electronic music, drill music, experimental music, soul music, neo soul, alternative music, and other delights.

All songs written and produced by Kendrick Lamar alongside any guest artists, except producers and track 10, solely written by Jay-Z. All tracks co-produced by Sounwave, except track 10, only co-produced by Jay-Z, and bonus track, solely produced by Lamar. Co-producers listed below.

{{Track listing

| headline = The Pop Out {{no bold|- Standart edition}}

| total_length =

| extra_column = Producer(s)

| title1 = We Are the Pop Out

| note1 = performed by Kendrick Lamar, Jay Rock and SZA featuring Travis Scott, Future and Tyga

| extra1 = {{hlist|Metro Boomin|Cardo|Cubeatz|Hit-Boy|Mustard|30 Roc|Ging|Baby Keem|James Blake|Dom Maker}}

| length1 = 03:02

| title2 = Not Like Us

| note2 = performed by Kendrick Lamar

| extra2 = Mustard

| length2 = 04:33

| title3 = Extravagance

| note3 = performed by Kendrick Lamar, Baby Keem and ScHoolboy Q featuring ¥$, Tyler, the Creator and Pusha T

| extra3 = {{hlist|¥$|Tyler, the Creator|Baby Keem|Metro Boomin|Cubeatz|Pharrell Williams|Illmind|30 Roc|Jahaan Sweet|The Alchemist|FnZ|DJ Khalil|Just Blaze}}

| length3 =

| title4 = Next Love

| note4 = performed by SZA and Doechii featuring Sam Dew and Lorde

| extra4 = {{hlist|Jack Antonoff|Benny Blanco|Kurtis McKenzie|Max Martin|Ilya|Shellback|Pop & Oak}}

| title5 = Watch Out the Bottom

| note5 = performed by Kendrick Lamar and Doechii featuring Kodak Black, Sampha and Summer Walker

| extra5 = {{hlist|J.Lbs|Baby Keem|Cardo|Kyuro|DJ Dahi|Mike Will Made It|Johnny Juliano|Craig Balmoris|Bēkon|Yung Exclusive}}

| title6 = It's All 'Bout the Kung-Fus

| note6 = performed by Black Hippy featuring Sampha and Jhené Aiko

| extra6 = {{hlist|Rahki|Tommy Black|Tae Beast|Kal Banx|Willie B|Dr. Dre}}

| title7 = Westmatic

| note7 = performed by Black Hippy, SZA, SiR, Isaiah Rashad, Baby Keem, Lance Skiiiwalker and Doechii featuring Snoop Dogg, Reason, Mozzy, Chris Brown, Swae Lee and Dom Kennedy

| extra7 = Baby Keem

| title8 = Right Now All Hail the K.I.N.G.

| note8 = performed by Kendrick Lamar featuring Nav, Tanna Leone and Rosalía

| extra8 = {{hlist|Max Martin|Ilya|Shellback|Ging|Metro Boomin|Williams|Mustard}}

| title9 = Busted!

| note9 = performed by Jay Rock featuring Alemeda and Vince Staples

| extra9 = {{hlist|Blake|Maker|Bēkon|Beach Noise|Pasqué|J.Lbs|Frano|Grandmaster Vic}}

| title10 = Jay-Z Interlude

| note10 = performed by Jay-Z

| title11 = Get This Shit Up

| note11 = performed by Kendrick Lamar, ScHoolboy Q and Zacari featuring A$AP Rocky and Roddy Ricch

| extra11 = {{hlist|KXVI|30 Roc|Williams|Greg Kurstin|The Alchemist|Mike Will Made It}}

| title12 = All 4 U

| note12 = performed by SZA, Lance Skiiiwalker and Zacari featuring Tommy Richman, Brent Faiyaz, Alicia Keys, Anna Wise and Thundercat

| extra12 = {{hlist|Jonah Roy|Max Vossberg|KXVI|Thundercat|Flying Lotus|Mono/Poly|LoveDragon|WhoAreI|Terrace Martin|Pop & Oak|Ludwig Göransson}}

| title13 = Hyphy Power

| note13 = performed by Kendrick Lamar and Baby Keem featuring YG and Dom Kennedy

| extra13 = {{hlist|Mustard|Baby Keem}}

| title14 = Thankful

| note14 = performed by Kendrick Lamar featuring Khalid and Steve Lacy

| extra14 = {{hlist|Lacy|Ricci Riera|Benny Blanco|Ilya}}

| title15 = I'll Pray

| note15 = performed by Kendrick Lamar, SiR and Lance Skiiiwalker featuring Big Sean and Ellie Goulding

| extra15 = {{hlist|Max Martin|Ilya|Shellback|Robin Hannibal|Calvin Harris|Taz "Tisa" Arnold}}

| title16 = Get'cha Back Nigga

| note16 = performed by ScHoolboy Q and Kendrick Lamar featuring Miguel, 50 Cent and Blxst

| extra16 = {{hlist|J.Lbs|Frano|Grandmaster Vic|Illmind|Aaron Bow| Axelfolie|Mike Will Made It|BadBadNotGood|DJ Dahi|Knxwledge|Bēkon|Dr. Dre}}

| title17 = Ninjas

| note17 = performed by Ray Vaughn and Kendrick Lamar featuring Ghostface Killah and Summer Walker

| extra17 = {{hlist|Baby Keem|J.Lbs|Cardo|DJ Dahi|Mike Will Made It|Balmoris|Bēkon|Duval Timothy|Evilgiane|Yung Exclusive}}

| title18 = Pop Out National Anthem

| note18 = performed by The Pop Out featuring Pharrell Williams

| extra18 = Williams

}}

{{Track listing

| headline = The Pop Out {{no bold|- Hidden track}}

| total_length =

| extra_column = Producer(s)

| title19 = Who Shot Kendrick Lamar?

| note19 = performed by Kendrick Lamar

}}

{{Track listing

| headline = The Pop Out {{no bold|- Standart edition bonus track}}

| total_length =

| extra_column = Producer(s)

| title20 = The Pop Out Album Megamix

| length20 = 05:00

}}