In the latest installment of Pigeons & Planes What Had Happened Was web series, producer Mike WiLL Made-It dropped by to tell the tale of how Beyonce's "Formation" record came to fruition.

In the clip he shares how it's nascent stages formed during a brainstorm session in the car en route to Coachella 2014  along with duo Rae Sremmurd, who first came up with the now famous, "Now, let's get in formation," line.

He says that a raw version of the track, full of ideas that included Slim Jxmmi's "If she f*ck me good, I'll take her ass to Margiela," thought which was then transformed into the "Red Lobster" lyric we all know, was shot over her way before she officially hopped in the booth.

Soon after, he says, he was in Los Angeles hanging with Lebron James following a Clippers game when Bey and JAY-Z came through to finally get that studio time with the producer.

Watch the full clip below.