Born in Washington D.C., Chamillionaire moved to Houston, Texas at the age of 4. After his parents, a Muslim father from Oyo State, Nigeria and a Christian mother separated in his early teenage years, Chamillionaire settled into a notoriously dangerous inner-city neighborhood in North West Houston called Acres Homes, which he elaborated upon during an interview with Houston's 104.9 KPTY on October 3. Rap and other forms of secular music, which his parents had highly opposed in their household, became very appealing to the young Hakeem Seriki. Inspired by local rap acts such as The Geto Boys, 8 Ball & MJG, and UGK, as well as other national acts such as N.W.A. and Public Enemy, Chamillionaire began to compose his own rhymes. At a young age, Chamillionaire, along with fellow rap music artist and childhood friend Paul Wall, had decided to make music their careers. He began his musical career in a gospel rap group by the name of the "The Sleepwalkers” with former partners Paul Wall and TeRay "PKT" Green. They performed at many youth festivals and church gatherings before venturing into more secular music. Their music always had an edge to it and contained a dose of reality. One day while promoting themselves at a Texas event, he and Paul Wall ran into Michael 5000 Watts, a popular mixtape DJ from the Northside. After proposing to do promotions for Watts' company, the Swishahouse, Chamillionaire and Paul Wall came to Watts' studio and convinced Watts to allow them freestyle on an intro to Watts' radio show on Houston’s 97.9 The Box. Watts, who himself was convinced to rap on the record, enjoyed the freestyle so much that he put the verses on one of his mixtapes. The freestyle became so popular in the streets that Chamillionaire and Paul Wall became regular staples on Houston's mixtape circuit, appeared on several of Watts' mixtapes, and became permanent members of Swishahouse.

Although Paul Wall and Chamillionaire were making much noise in the streets by rapping on Watts' mixtapes, they, along with several other members of the Swishahouse, became frustrated with the lack of money they were receiving from the mixtapes. After fellow member Slim Thug left the label, Chamillionaire and Paul Wall followed and started their own mixtape group known as The Color Changin' Click. Each successive mixtape released by The Color Changin' Click led to more business opportunities; the most notable of which being a contract to do a full album for Paid in Full Records. A one album contract was then negotiated between the Color Changin' Click and Paid in Full's label head, DJ Madd Hatta from 97.9 The Box, and the CCC's first album, Get Ya Mind Correct, would go on to sell over 100,000 copies.

The sale of all these albums without the backing of a major deal caught the attention of several major labels wanting to sign Chamillionaire and Paul. Chamillionaire and his labelmates decided to remain independent, however, until the right deal came along. While working on his second album with the Color Changin' Click, Chamillionaire began to have creative differences with Paul Wall, so much so that it was decided that the two emcees should each release solo albums that would be packaged together. When Chamillionaire became dissatisfied with how things were being resolved, he left Paid in Full and his almost complete album after fulfilling his contractual obligations to focus on promoting his mixtape label Chamillitary instead.