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“Song Cry” is an emotional ballad in which Jay describes the pain of a long-term relationship ending, caused by his professional schedule and personal philandering. Since his pride and masculinity don’t allow him to visibly show his emotions, he employs the tear-jerking lyrics to do it instead.

Asked whether this track was about a specific girl, Jay told Bill Maher the content was formed from three different relationships.

This song is the third episode in the progression of Jay’s portrayal of women in his raps. As he told NPR in 2010:

I mean, a song on my first album was “Ain’t No Nigga.” It was like, this careless relationship. And then that went to “Big Pimpin” in ‘99. And on that same album was a song called “Song Cry,” and then “Song Cry” became “Bonnie & Clyde” on 2004, which became “Venus vs. Mars” on my last album. So there’s a steady growth in the conversations—that’s being had as it pertains to women, you know, as I grew.

In a feature for Vibe magazine in 2003 Shawn Carter explained the majority of the track’s origin:

It was in Virginia that I met my second serious girlfriend, Stephanie (everybody called her Fannie). What people don’t know about me is that I’ve always been in long-term relationships. My first real relationship was with this girl from Long Island, and it lasted five years. I was with Fannie for another five. It was on a long drive from New York to Virginia that I really bonded with Fannie. She told me her dreams of going back to school and making something of herself, and I told her my dreams of being an MC. She was the first person I let know how discouraged I was by the music business. Fannie followed me to New York. And even though I put her up in a nice apartment in Clinton Hill, Brooklyn, and took care of her material needs, my level of commitment to her couldn’t compete with what I was willing to give to make this rap thing work. I didn’t record it till years later, but ‘Song Cry’ had been writing itself in my head ever since Fannie left me to go home to Virginia.

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