Samples

• "Give It Up" by Kool & the Gang from the album Kool & the Gang (1969)
• "Loose Booty" by Willie Henderson from the album Dance With the Master (1974)
• "I'm Gonna Love You Just a Little More, Babe" by Jimmy Smith from the album Blacksmith (1974)

References

• Grady Tate (1932- ) - a jazz session drummer and singer
• Shasta - a brand of soda
• Yoo-Hoo - a chocolate-flavored soft drink; also referenced in "Sure Shot"
• G-Son - Beastie Boys' studio-office-basketball court-skate park in Los Angeles
• Groove Merchant - a San Francisco record store specializing in rare vinyl recordings
• Expansions - a possible reference to one of two albums: Expansions by Lonnie Liston Smith or Expansions by McCoy Tyner. Both are jazz albums.
• Tom Vu (1957- ) - Asian-American star of late 80's and early 90's "get rich quick" late-night infomercials; often showed with beautiful women outside his mansion or on the bow of his yacht
• Ben Davis Company - a manufacturer of popular, strong work clothes
• Popeye - a pugnacious, wisecracking cartoon sailor with superhuman strength
• Janet Jackson (1966- ) - an American singer, songwriter, and dancer
• The Fever - legendary NYC dance/hip-hop club

Sample & Reference Breakdown

• "Yo, I don't hang out with those guys, I got nothin' to do with those dudes. Man, I saw your female with them too. What's up with her? I hear that she's been giving that stuff out to all them graffiti guys. Yo, shut the fuck up, Chico Man! I'd paint three of those murals for some of that ass." - dialogue from the 1983 hip-hop culture film Wild Style
• Beginning drum beats - a sample from "I'm Gonna Love You Just a Little More, Babe" by Jimmy Smith
• "I'm in the pocket just like Grady Tate" - refers to Grady Tate doing the vocals for a 1970's Schoolhouse Rock song called "I Got Six," which contained the following lyrics: "I got six in my right hand, six in my left hand, six on my head. You got six in your pocket. Put 'em all on the floor, that's twenty-four"
• "'Cause I'm the master blaster, drinkin' up the Shasta" - refers to "Master Blaster Jammin'," a song tribute to Bob Marley on Stevie Wonder's 1980 album Hotter Than July

Beastie Boys

"What was to become the G-Son studio was this old ballroom, and next to it was a plumbing shop. It was called Gilson's, but the 'I' and 'L' had fallen off the sign, so the [owners] just put a little hyphen there and made it 'G-Son' - Mark Nishita, 1998

Press

"The humorous [Professor Booty] shows and proves that [Beastie Boys] still have what it takes to make heads nod on the MC'in tip" - The Source, 1992

Beastie Boys are not known to disrespect any artists, but this song could be an exception. It has been widely speculated that the target of the "dis" portion of this track is MC Serch of 3^rd Bass. 3^rd Bass, another white Def Jam rap group, first disrespected Beastie Boys on their debut album, The Cactus Album, with the song "Sons of 3^rd Bass."