The song contains live drums played by Michel Gondry, the director of Eternal Sunshine and later the first music video for "Heard 'Em Say", who had visited the studio on a day Brion set up a drum kit. On "Roses," West and Brion had some minor discord; Brion initially layered it with keyboard arrangements, only for West to remove his keys along with the beat and completely reconfigure the entire song in such a way that its verses are built around the rhythm formed by his vocals and Brion's arrangements arrive during the choruses.Brion later lightheartedly compared the indecision surrounding the construction of the track to that of Prince's famous last-minute removal of the bass line from "When Doves Cry." According to Patti Labelle, she contributed vocals to "Roses".West had been exposed to Brion's work while watching the film Eternal Sunshine of the Spotless Mind, for which Brion had composed music.West was also listening to songs Brion had produced for When the Pawn..., the second studio album of alternative singer-songwriter Fiona Apple, another one of West's favorite musicians and sources of musical inspiration for the album.After he went with friend John Mayer to see Foxx's portrayal of Ray Charles in the 2004 film Ray, West decided to have Foxx sing an interpolation of Charles' song "I Got a Woman" in place of the original sample. "My Way Home" is performed by West's close friend and G. While the original version of "Diamonds from Sierra Leone" featured West as the sole performer, he decided to record a remix to the song which included guest verse provided by Jay-Z—who had come out of retirement from rapping—after learning of the civil war in Sierra Leone financed by conflict diamonds. D, music label-mate Really Doe also appears on the track, delivering its elongated chorus.Houston-based rapper Paul Wall appears alongside West and his G. Both the original and remix versions of "Diamond from Sierra Leone" appear on the album, with the former included as a bonus track. West later revealed that part of the reason he created the song was to dismantle the feud between the MCs, which they did later that year.
While playing songs from his second album on his i Pod for him during the flight, West came across the demo for "Heard 'Em Say" to which Levine added a R&B hook he had recently written and thought was perfect for it.
Although Brion had no prior experience in creating hip-hop records, he and West found that they could productively work together after their first afternoon in the studio where they discovered that neither confined his musical knowledge and vision to one specific genre.
When questioned if his presence made Late Registration any less hip-hop, Brion replied, "There are colors and ideas that make [the album] different from average hip-hop, but Kanye is already different from the average hip-hop guy. But it is also by no means overtly arty, or non-hip-hop.
Rolling Stone named it the best album of 2005, and later included it at number 118 on its 2012 list of the 500 Greatest Albums of All Time.
Late Registration debuted at number one on the Billboard 200 chart, selling 860,000 copies in its first week.