The album features seven tracks produced by Blockhead, five tracks by Aesop Rock himself, one track by El-P and one track by Rob Sonic, who is the other rapper along with Aesop Rock in the group Hail Mary Mallon. DJ Big Wiz adds turntable elements to 13 of the 14 tracks. Guest appearances include El-P, Cage, Breeze Brewin, Rob Sonic and John Darnielle of The Mountain Goats. The album’s artwork was done by San Francisco artist Jeremy Fish.

In an interview with Thrasher Aesop Rock discussed the overarching themes of the album

None Shall Pass is kind of in short about growing up, and growing up being judged by your peers and contemporaries. It is about how when you are young you can get away with so much and dismiss it as “being young,” actually using the excuse “I was young and dumb,” and it’s somewhat credible. With so many changes going on around me it seemed like I was more responsible for my actions than ever before. If I do something dumb, I can’t pawn it off on being young. I feel like at around 30 you can’t even pretend you’re a kid anymore; people look at you and pass judgment. It’s not even an unhealthy thing, it’s just natural. I do it. I look at my friends that are around my age and I have an opinion, I judge them based on how they act. With the music I tried to capture the feelings of a bunch of different time periods in one’s life, and tie it all up by saying you can do whatever you want, just know that the ultimate judge in life is your fellow man. This isn’t a religious judging. If you choose to believe in that, that’s fine, and it doesn’t negate what I’m talking about. I’m talking about the way your peers view you. What type of person are you in the collective eye of those around you. Are you an asshole? Are you kind? What did it all lead to? Do you treat people with respect? Are you civil to strangers? All these things that I feel fall into what people judge others on, what I judge you on, what I am judged on. Are you being the person that you want to be or that you can be? That kind of stuff. The term “none shall pass” is like nobody will pass this point in their life without being judged. It is unavoidable—everyone gets a label.