There are three things you will immediately notice about the upcoming HBO series Insecure: a gentle tsunami of pop-cultural references, an unwavering devotion to South Los Angeles, and a funny, authentic depiction of a black female friendship.

Later, you might notice the show’s deliciously profane title scheme. Episode 2 is titled “Messy as Fuck”; Episode 3 is “Racist as Fuck”; Episode 4 is “Thirsty as Fuck.” The naming convention came about simply because “we talk like that,” show creator Issa Rae tells VF.com. (Case in point: when I later ask executive producer and director Melina Matsoukas to describe a typical day on set, she starts, “Well, we wake up early as fuck . . .”)

Insecure stars Rae as the character also named Issa, a funny, awkward woman who works at a youth nonprofit called We Got Y’all, the logo of which is a white hand holding little black figures in its palm (more on that later). She’s in a relationship that’s hit a lull, the total opposite of her polished best friend Molly (Yvonne Orji)—an incredibly successful, stylish woman who has bad luck with men. Pop-culture nods in the show abound; a Prince shirt here, a Nicki Minaj pillow or perfectly timed Girlfriends reference there. The soundtrack is also meticulously modern and fronted by black female stars like Junglepussy and King.

The long-gestating series, as some fans might hope, bears a resemblance to Rae’s viral Web series, The Misadventures of Awkward Black Girl, which launched back in 2011. As the title suggests, the series cleverly captured the everyday life of a girl named J (played by Rae), focusing on the idiosyncrasies of black female life.

Since then, Rae’s created a production company and released a best-selling memoir. She also developed a series called I Hate L.A. Dudes for ABC with Shonda Rhimes, the equivalent of suddenly acquiring a Midas touch, in 2012. However, ABC passed on the show (“I was devastated,” Rae recalls), leaving room for HBO to toss up a Hail Mary and ask if she had anything for them. She pitched Insecure. They liked it. She set to work, co-creating the series with Larry Wilmore, and later teaming up with show-runner Prentice Penny. The process began three years ago, Rae says, leading her down the sometimes “frustrating” experience of working at a cable-TV pace—though she’s quick to add that it only made the show better, since the lengthy production gave her the ability to assemble the strongest team possible.

Relationship woes aside, black female friendship is “absolutely central” to Insecure, Rae says. Molly, in fact, is modeled after one of her own best friends. She’s known Orji since about 2007, after Rae came across one of her parody videos online and sent the other actress a Facebook friend request.

“It’s so important to show that black women do have friends,” Rae says with a sarcastic edge. “We’re not all just fighting and punching each other and cursing each other out and ending up on the Shade Room together.”

Though the modern TV landscape is slowly becoming more inclusive, it’s also sorely lacking shows that care to depict an honest portrayal of black female friendship. That dynamic seemed to perish from mainstream television after the cancellation of Girlfriends in 2008. Though shows like Scandal and How to Get Away with Murder have black female leads, those women tend to role solo, or sans black female confidantes—a topic that was pondered in a Fusion piece earlier this year, which asked, “Where are the black girl squads on TV?” Insecure, however, is the complete opposite. Its axis spins on Molly and Issa’s codependency, following them to brunch and old-school sleepovers as they divulge their everyday anxieties to one another.

Adding depth to this dynamic is the fact that Insecure is also one of the first HBO comedies to ever star a black female lead. Rae is aware that the show is breathing rare air—and set about to make sure it was just as diverse behind the scenes. When the time came to select a director for the pilot, Rae and Penny took a meeting with HBO to bounce some names around. The network encouraged them to dream up edgier suggestions, because hey, “sometimes risks pay off,” Rae says.

“I was like, ‘Well, if y’all are into risks . . .’” she continues, jokingly trailing off.

She immediately suggested Matsoukas, a Grammy-winning music-video wunderkind. That was Matsoukas behind Solange’s vibrant “Losing You” video (the artist is also now the show’s music consultant), Rihanna’s trippy “We Found Love” video, and about a dozen Beyoncé visuals, most recently the sublime and politically charged “Formation.”

Matsoukas, however, had never done TV before. She also wasn’t familiar with Rae until a friend passed along the pilot for Insecure.

“I read it that night and I was just like, Wow—my life on paper,” Matsoukas says. “I totally relate to this girl and, you know, what she's going through, being a black woman navigating through all these different spaces.”

She devoured Awkward Black Girl and Rae’s memoir. Since they were in different cities, the pair’s first meeting came via a “terrible” and poorly connected Skype call, Matsoukas recalls.

“Terrible,” Rae adds.

“All right, all right,” Matsoukas replies, laughing. “I mean, it’s hard to be endearing on the damn phone!”

Matsoukas quickly flew to L.A. She made a better impression there, and nailed the meeting with HBO. Then she, Rae, and Penny quickly set about bonding, preparing for the intimate and grueling process of TV production.

“The love began at a sushi dinner at Matsuhisa,” Matsoukas says. “She also likes to get people drunk, and then let them divulge their whole life story. And then somehow it finds [its] way into an episode or two.”

The trio continued bonding over drinks and brunch, fleshing out their vision for the show. Matsoukas and Rae developed an infectious kinship, one that’s palpable even over the phone. They giggle, add to each other's responses, and gleefully roast each other when the opportunity arises, like when I ask Matsoukas if she ever got a chance to spend time in the writers’ room. Before she can answer, Rae quickly interjects.

“First of all, this bitch is really impatient because she begged to get into the writers’ room. She would stay in there for, like, 10 minutes and be like, ‘You know what . . . ya’ll got this,’” Rae says. “But I’ll let her answer it in her fake way.”

They both dissolve into chuckles.

“Writing was not my thing,” Matsoukas replies diplomatically. “There are people hired to do this job, and I’m not one of them.”

One thing she did learn in that room is that her New York–born-and-bred style of blunt criticism is rough on the delicate, vacillating ego of a TV writer. “At one point, Prentice was like, ‘Just know when you’re saying this, you have to start with ‘I love it’”—before getting to the “but,” she recalls with an audible shrug. “I just assume they know that I love it.”

Before getting to know them, it’s easy to categorize these two as opposites—with Rae as the outgoing, effusive Leslie Knope to Matsoukas’s aloof (albeit more pleasant) April Ludgate (that dichotomy is hilariously captured in this Instagram post). But they share a similar wavelength as artistic, driven women with a like-minded vision for the series.

Both were determined to build an inclusive behind-the-scenes crew, as was Penny—which proved difficult when they realized how few people of color are already in this part of the industry. Too many are unable to rise through the ranks of crew work, blocked from getting the experience they need by that age-old, cyclical, exclusionary excuse: “Well, we just need someone with more experience . . .” Matsoukas calls this the “most challenging place to find people of color.” Unless they foster inclusion behind the scenes, diverse shows will simply become "another trend," Rae fears. Trends are illusory, hollow magic acts; once they arrive, their next trick is to fade away.

And though developing inclusion is one of their goals, Rae and Matsoukas can also understand a recent sentiment shared by Black-ish show-runner Kenya Barris, who said at the T.C.A.s this year that he’s “tired of talking about diversity." “Diversity” itself has become an increasingly inert, catch-all term that creators like Oprah and Ava DuVernay have recently sworn off as well.

“I get where the diversity questions are coming from,” Rae starts. “My irritation stems from when people are like . . .‘Do you feel a responsibility to talk about Black Lives Matter, or talk about what’s happening in this country on your show?’ And I’m like, I don’t feel any more responsibility than the people on Divorce should feel, or, like, the people on Veep should feel, you know? And I feel like placing the responsibility on us, the people who talk about it all the time, who know what the fuck is going on, is where it gets irritating. That limits it to a diversity problem, and a people of color problem. And it's an American problem.”

“Everybody should be asked questions about diversity,” Matsoukas adds.

However, the show does handily address and skewer the daily micro-aggressions black women face, and Issa’s workplace, the educational youth nonprofit We Got Y’all, serves as a perfect springboard. She deals with dumb remarks and questions from colleagues (”Issa, what’s on fleek?”) and fields a litany of questions from children in the opening scene that plumb her insecurities—like why she talks like “a white girl,” and why she styles her hair a certain way. Rae pulled the scene together from some of her own experiences, recalling “my middle school days and what I was made fun of [for].”

The fictional job came to fruition when co-creator Wilmore asked Rae what her “worst nightmare” kind of job was. Her response was working at a certain type of nonprofit—one of those “faux-altruistic white guilt companies,” she says, though didn’t name any specific ones when pressed. (The show’s version isn’t based on any one real-life counterpart, but rather “many organizations.”) Adding to the mix is Issa’s boss, a white woman who is a parody of sorts of Rachel Dolezal, the white former Howard professor who made headlines by claiming she was transracial and identified as black.

“She was definitely a reference in the casting breakdown,” Matsoukas confirms.

Still, despite its relatable themes and real-world references, Rae and Matsoukas are both careful to note this is a show about these particular black characters. Insecure is not “trying to tell every black woman’s story,” Rae says—an obviously impossible task, but one that nonwhite TV creators commonly face.

It’s also, purposefully, a black American story. Rae, whose father is Senegalese, says that her character’s background is kept purposefully ambiguous. Giving her a definitive African background would make it “a different show”: “It’s a story that I definitely want to tell, but it’s not necessarily this story,” she says.

Bolstering its thoroughly American identity is the show’s devotion to capturing South Los Angeles in all its sunny glory, focusing on neighborhoods Rae grew up in, like Windsor Hills and View Park—nicknamed the “black Beverly Hills.”

“You don’t really get to see it on television,” she says. “That was very important to me, to actually film in that neighborhood and not, like, pretend to film in it.”

As a result, gentrification will be a focal point of the series, Matsoukas adds, because those neighborhoods are already changing at a rapid pace. When I say that the show might serve as a time capsule of sorts, Rae replies with emphatic terror: “I know! That scares me so much,” she says. “Like, Oh, remember when black people lived [here]?”

“We’ve seen that happen in so many neighborhoods,” Matsoukas says. “I’m from New York, and obviously Brooklyn and Harlem and all those places that were completely of color [are] now the total opposite.”

"This part of L.A., it’s so diverse and it’s so black and Latino, and now people are finding it," Rae says. “It’s kind of scary.”

One thoroughly South L.A. distillation in the show is a character called Thug Yoda (because he's very wise, Matsoukas says), Issa’s neighbor. He’s also a gang member and father of an adorable little daughter, modeled after a man Rae saw while in line at a post office in Inglewood: clad in a wife beater and Gucci loafers, cursing someone out on his phone, all while holding his “small, beautiful daughter’s hand,” she remembers. He would go between the phone conversation (“If you gon’ come for me, don’t fuck shit up,” Rae mimics) to checking in on his daughter (“Baby, you need to get picked up? You tired, you sleepy?”).

“It was the most beautiful thing,” Rae says. “I was like, This is our neighborhood. This is it.”

The end goal for Insecure is to tell a “good, finite, close-ended story,” Rae says, citing the British model of TV. They don’t tend to drag out a series over there, instead bottling a narrative up in “two to three seasons.”

“I don’t wanna have 15 seasons, 10 seasons,” she says.

“After three seasons, she quits,” Matsoukas butts in, while Rae howls in the background: “I did not say that!”

Just pretend you didn’t read that, HBO.