Pharaoh and Yung Dreamy are American songwriters, composers, producers, and recording artists based in Los Angeles, CA. They began the craft of producing and recording music in July of 2004 in Memphis, TN. Five years later they moved their operation to California and began their professional careers in the music industry. They both complete the dynamic duo the ManishBoyz. "Face Down, Ass Up" was written by Swae Lee (Khalif Brown) and the ManishBoyz in November 2019 at the Record Plant in Hollywood, Los Angeles, CA. Swae Lee recorded the first draft saying "ass down, face up" but Pharaoh later got inspired to record a new draft, this time saying "face down, ass up" and rearranging the lyrics from Swae Lee's version with some additions. ManishBoyz previewed the song at a strip club in Hollywood called "Crazy Girls". The associated album cover was taken at this event.