“Ambitionz Az A Ridah“
Produced by Daz Dillinger

Dave Aron: That’s the first song I ever did with Tupac. The day he got out of jail, he didn’t go to the clubs. He didn’t go try to meet women. He went straight to the studio like he was on a mission, and he recorded “Ambitionz Az A Ridah” and “I Ain’t Mad At Cha.” Tupac came in, and he was fresh out of jail. I seen them give him his Death Row medallion that same night. And then he came right in. He was ready to go. He was very hyped, very focused, a lot of energy – mad energy. And you could tell he was really one a mission. He really had a real vision of what was going on, and he wanted to get a lot done in that short amount of time.

Daz Dillinger: The idea came from the me sampling Pee Wee Herman. So if you listen to Pee Wee Herman [the Champs’ “Tequila”], I just put the gangsta twist on it. I gave it to ‘Pac. Came back to the studio, and it was done.

Kurupt: First day he came home, “Ambitionz Az A Ridah” – that was the first record that he did. Suge brought him in. The word went through the office that ‘Pac was home. Everybody [who were] at the studio at that time were up there. I came a little bit later, and when I came, Daz already had the beat started. ‘Pac wasn’t in the studio for any more than 45 minutes before he had his first verse done and laid. That fast. He didn’t even wanna chill; all he wanted to do was get on the mic. Whatever day he landed in Los Angeles, two hours after he landed, he had his first verse laid.

“All About U”
Featuring Dru Down, Hussein Fatal, Nate Dogg, Snoop Dogg and Yaki Kadafi
Produced by Johnny “J” and Tupac

Dru Down: It was me, ‘Pac, Syke, Rage and a couple of Outlawz in the studio. We always had bitches in the studio. The only thing crazy was, the Outlawz niggas – Fatal Hussein and Yafeu Fula – were gonna get on the track. It was like an interlude at the end. I did the beginning [uncredited ad-lib-bing]: They were gonna do something at the end. Then them muthafuckas did something where they fucked up. They couldn’t get it right. They were too high and too drunk. They were messing up. They were in the microphone booth, and they were fucking up, and ‘Pac said, “Y’all gotta get the fuck up out of there. I don’t know what the fuck y’all are doing.” They was just playing around. They were taking too long, wasting time. They laughed their ass up in there and all the way out.

Johnny “J”: That was one of the most hilarious records I’ve ever done with Tupac… I used Cameo’s old school cut [1986 single, “Candy”]. Nate Dogg, Snoop, everybody sitting around on speakers, doing their thing. Next thing I know [Nate Dogg sings]: “Every other city we go. Every other video…” I’m like, “Nate, I know you gotta be fucking playing.” They’re like, “Nah, man. We’re dead serious. That’s the hook – we’re talking about video hoes.”

Nate Dogg: It was me, him and Snoop, and we were talking about all the girls that we had seen before. The whole thing came from a video shoot. We were at a video shoot, and it was so funny how, if it wasn’t Snoop that knew the girl, Tupac knew her, or I knew her. It’s like, “Damn, everywhere we go, we see the same girls.” And that’s how the song came about. It was the same as it always is: A little liquor, a little weed, we aiight. ‘Pac was one-taking his verses. He did that a lot. We were having so much fun, the song just came out.

“Skandalouz”
Featuring Nate Dogg
Produced by Daz Dillinger

Nate Dogg: That song was done in 10 minutes. The beat was always already made. We don’t go in the studio and wait on nobody to make a beat. We’d never stay in there long enough. [Working with ‘Pac was] like working with your little brother. He was a little wild muthafucka, full of life. He got an opportunity and ran with it. ‘Cause he didn’t want to be on Death Row Records. And I think he had a three or four… I’m not sure what kind of album dealk he had. But he wanted to get off, though. So he pushed out at least two to three songs a day.

“Got My Mind Made Up”
Featuring Daz Dillinger, Inspectah Deck, Kurupt, Method Man and Redman
Produced by Daz Dillinger

Daz Dillinger: We did that song at my house. Kurupt had brough Method Man and Redman over to my house. And Inspectah Deck was on the song too. He was at the end – “I.N.S., the rebel…” Just his voice. They had taken his voice. They had taken his verse out and kept the background ’cause it sounded good. It wasn’t originally Tupac’s song. I had transferred it at Dr. Dre’s house and had left it out there. [Tupac was] flossing like, “I got a beat with Method man, Redman. Dre made it.” That’s what Dr. Dre told 2pac. That’s how the whole fued started between Dre and ‘Pac. ‘Cause I happened to be walking by the studio like, “That’s my beat. I did that.” Tupac [was] like, “That’s your stuff?” From that situation, that’s when he and Dre started fueding. Dr. Dre was taking credit and wasn’t doing nothing, wasn’t coming around.

Kurupt: The original record was me, Rage, Redman, Method Man and Daz. I told Daz, “Man, this is the one, we need to drop this, we need to put this on Dogg Food.” ‘Cause we did it when we was making Dogg Food. When ‘Pac came home, we put it up for ‘Pac, like “You want this record?” ‘Pac was like “Hell, yeah, I want that record!” And he dropped his verse where Rage’s was, ’cause Rage said she’d put her verse on something else, and that’s how that record made it on ‘Pac’s album. Me, Method Man and Redman and Daz and Rage – that was the original record, and Inspectah Deck was on it at the end. That’s him you hear at the end: “Wish… this…bliss…” That’s inspectah Deck. I went and picked up Red and Meth and Deck personally and took them to Daz’s house. We knocked the record off in about three, four hours. It was a done deal, and then we… we didn’t use it, ’cause Daz wasn’t feeling like mixing it and doing all that. We end up taking it to ‘Pac when ‘Pac came ’cause Suge was like, “When it’s time to work on a project, everybody needs to give everything to whoever’s project it is.”

“How Do You Want It”
Featuring K-Ci and JoJo
Produced by Johnny J

Dave Aron: Danny Boy was originally on the hook. I already had it mixed. And at the last minute. ‘Pac wanted to put K-Ci and JoJo on it. Maybe that was a decision between him and Suge and whatever, I don’t know.

K-Ci: One night we were sitting in the crib, and Suge Knight gave me a call, ’cause we real good friends with Death Row family and everything. They asked us would we like to do a song with ‘Pac, and we were like, “Hell yeah, why not?” That’s our boy. So we got in the studio that same night, actually, that we got the phone call. Man, we were just tripping in the studio, having fun. If y’all read between the lines, y’all know what we were doing up there. [We] had the girlies up in there, doing our thing. The song came out blazing. The funny part was at first, when ‘Pac was trying to sing it, trying to teach us how it goes. I was like, “I see where you’re trying to go, ‘Pac, but it’s not sounding too good.” Anyway, then we heard him doing his rhyme, and we’re like, “Man, we got to rip this, because he came strong.”

“2 Of Amerikaz Most Wanted”
Featuring Snoop Dogg
Produced by Daz Dillinger

Dave Aron: We were in the studio and ‘Pac was there, and Snoop was in there. In walks Big Suge, and this was before they did “2 Of Amerikaz Most Wanted.” He’s so big, and he walks up. Snoop’s kinda tall, but he was very skinny. He grabs ‘Pac with one arm, and he grabs Snoop with the other and pulls them both together, almost squeezing them into one. He’s like, “I think you guys oughta do a song together. I think that’d be great.” That was awesome to see how big he was, and he put ’em both together llike that. And they ended up doing that song.

Daz Dillinger: ‘Pac was going to court. Snoop was going to court. There was a lot of chemistry between them.

Rick Clifford: ‘Pac was very adamant that the album was spontaneous. Everything that you hear, everybody got one take. They couldn’t go back and fix anything. ‘Pac said that number one, hip-hop is different from R&B. If a guy can’t get out and spit eight to 16 bars, he’s not ready yet. Then he said he loves the first take because there’s a certain feel to it. He said if people go back and try and fix it, they would start thinking about it, they would lose the feel, they would mess it up. So the only one who refused to get out there like that was Snoop. Snoop said he’d come back tomorrow and do it. I think Snoop went home and wrote his stuff, learned his stuff, came in and knocked it off, first take. All Snoop said was, “Wait a minute. You ain’t going to put me out on one take. I’ll come back and do it tomorrow”

“No More Pain”
Produced by DeVante Swing

Dave Aron: I was at the studio at 8 late – 10, 11 p.m. At 3 a.m. DeVante showed up by himself. He wanted to lay a few more parts before they mixed it. It was a very sparse track. But the keyboard parts he put in were very eerie and weird sounding. He was very quiet that night. Very focused. It was interesting to watch him work. He finished about five or six in the morning and said, “I want to mix this now.” We mixed it that same night. It was a long night

“Heartz Of Men”
Produced by DJ Quik

DJ Quik: It’s crazy. A lot of the credits got fucked up back then. It was real bad businesss going on up there sometimes, and if you didn’t go into the office with Roy Tesfay [Suge Knight’s assistant] and them and you do your credits, you got screwed. I got fucked. I did a lot of remixing on that record, and overdubbing and mixing [that I wasn’t credited for]. I made a lot of those records sound a lot better than they did when they came into the studio, and it a real small amount of time. In two days, I remixed like 12 songs.

But for the most part “Heartz Of Men” was the only one that made it on the album that i produced by myself. Tupac was venting. He was vexed about something he wanted to speak about and my job as the producer is to lay down the musical bed so he can be most comfortable getting that shit out of his system. And I think that’s what we accomplished. A driving, angry beat to match his driving, angry delivery.

Pac was a consummate artist. ‘Pac would really think first before he wrote. He would become a part of the song. Almost as if he knew the shit would last forever. He was that meticulous about the way he wrote to certain tracks. My thing with that record was that, as tight as Tupac was – he’s legendary – I still had to be the producer and check what I didn’t like and how we could make that record near perfect, if we couldn’t make it perfect. I had to be stern with him one some things, but for the most part, it was like he was a ghost. It was like, “You’re not supposed to be here.” He was there in the flesh.

We’d get into it every now and then. He’d be like, “Fuck Quik, why you gotta be so hard on me with the backgrounds?” I’m like. “If you make them perfect, they’ll always be perfect. But if you just slouch, they’re gonna suck forever.”

“Life Goes On”
Produced by Johnny “J”

Dru Down: That was more on the serious tip. When they got serious about something, there wasn’t too many people up in the studio. When a **** wanna really be serious, ‘Pac just dumped out all the weed on the mixing board – about four ounces of smoke – and was writing. And niggas had to be quiet. It was on the real low, quiet tip. That was a serious time.

Johnny “J”: We had people in sessions you want to call them street guys or hardcore, they were deep into their thing and they broke down in tears. I can’t believe I saw that. [That record] just had so many people emotional.

“Only God Can Judge Me”
Featuring Rappin’ 4-Tay
Produced by Doug Rasheed and Harold Scrap Freddie

Dave Aron: I thought that was pretty introspective. Pretty straightforward. [Doug Rasheed’s] beats weren’t that complex. They usually were comprised of a few loops and some percussion and a good solid drumbeat. I recorded Rappin’ 4-Tay’s vocals for that. He’s a fun guy. He had his little pimp status going on. He really fit the Oakland mold.

“Tradin War Stories”
Featuring C-BO, E.D.I., Kastro, Napoleon and Storm
Produced by Mike Morsley and Rick Rock

Napoleon: That song was personal for me. When I was three years old, I witnessed my mother and father get murdered in front of me. I got shot in the foot. So on that song, I kinda touched up on that. I was saying, “Brothers wanna talk about war stories, I seen my first war story at the age of three.” ‘Pac already knew what happened to my parents, so he was excited that I touched on it. He knew that it was real. When ‘Pac came and got me from the hood, he seen that I was going through it at an early age. I think that was one of the reasons he embraced me – not that he felt sorry for me – but ‘Pac had a good heart. He saw this brother lost his parents and said, “I feel it’s obligatory to help him out.”

Rick Rock: I don’t know where the fuck I got the sample from. Dionne Warwick or something. When I ended up doing it with ‘Pac, I told him it was “It’s A Man’s World.” And it got cleared under that, but I don’t know who it was. I know I didn’t get it from James Brown. I got it from somewhere else, but it sounds like, “A Man’s World.” I couldn’t remember, ’cause I used to do beats and I didn’t keep my samples. I just had all my shit on a disk. And when I came to California from Alabama, I used to carry a bag full of disks.

“California Love [RMX]”
Featuring Dr. Dre and Roger Troutman
Produced by Dr. Dre

Tommy Daugherty: Fuck it, I can say it: Dre really didn’t want nothing to do with that record. He didn’t like it at all that Tupac came to Death Row, which I thought was kind of interesting, ’cause I remember he said, “That’s it, I’m done with Death Row now that Tupac is here.” I was like, “What the fuck!?” I mean, if you look at that album, he didn’t do shit on All Eyez On Me except for “California Love,” which basically was, ugh, that was going to be his single for Aftermath, right? And Suge heard that shit and said, “Fuck it,” and rushed up to Dre’s house and made him put Tupac on there. So basically he lost his first single for Aftermath, and it ended up being the first single for Tupac. Because the original version of that is three verses with Dre rapping on it. The only person who’s got that original version is DJ Jam, Snoop’s DJ. So basically Suge was like, “Fuck it, we’re putting Tupac on that shit, and this is going to be the single off the record.” That shit was dope. Suge ain’t no dummy.

“I Ain’t Mad At Cha”
Featuring Danny Boy
Produced by Daz Dillinger

Kurupt: We knew when that was done, it was over. Oh yeah, ‘Pac heard the beat and flipped out. And basically he was just like, “Man, this is it. “We sat and we drank and then Daz was just operating on the record, and when ‘Pac was in there working, he wasn’t with the distractions. It was more or less all, “Let’s knock this out, let’s knock this out, let’s knock this out.” I mean, he’d get mad at the engineers for moving too slow. That was his thing. He’d be on top of them like that. You know, “Come on, man, what the fuck? This ain’t too God damn hard. All you have to do is press fuckin’; ‘Record.’ Press fuckin’ ‘Record.’ Now!”

“What’z Ya Phone #”
Featuring Danny Boy
Produced by Johnny “J” and Tupac

Danny Boy: ‘Pac was a walking legend, and I don’t even know if he knew it. There were women coming through all the time, like in any studio. You a guy, you not married, you living that life. You have all the things that the industry provides for you. They’re there as frequently as you like. [The phone call], that was real. Whatever you heard on there was the real thing. [‘Pac got calls like that] all the time. That’s just us clowning in the studio. We put it on speakerphone and held a mic up to it, getting it going… [There’s no credit for the girl because] she probably didn’t want her mama hearing her talk like that. She was one of those girls from around the way.

Dave Aron: On that song, the front desk girl came and did that coversation with Tupac over the phone. I actually mic’d the telephone – a little speakerphone that they had – and they had that coversation between them. That was a little different. They were very creative. When they came up with an idea, they would want to do it and I could facilitate it. That phone conversation was definitely a one-take thing as well. They just did that straight from the top. That’s how he liked to do it-very spontaneous.

Johnny “J”: That’s probably one of the most explicit records I’ve ever done. Definitely a dirty record. Sexual, sexual, sexual.

“Shorty Wanna Be A Thug”
Produced by Johnny “J”

Johnny “J”: It was kinda smooth that day, a laid-back session. ‘Pac started thinking about how these kids think. He was like, “Little homies just want to be a thug.” He just put that title up there, and the subject just jumped off. It gave Napoleon a vibe of making him think it was about him. I kinda looked at it the same way. It was as if he was talking about Napoleon. He saw his parents murdered in front of him. Napoleon had a hard upbringing. He was going through it. It was like a therapeutic vibe. It had Tupac thinking for a minute.

“Holla At Me”
Featuring Jewell
Produced by Bobby “Bobcat” Ervin

Dave Aron: I have great memories of staying up all night with Bobcat. Bobcat had a track that was kinda sparse. Before I mixed it, he wanted to lay a few parts. He wound up laying a whole lot of parts, and we stayed up all night and ended up mixing it ’till about three in the morning.

“Wonda Why They Call U Bytch”
Featuring Michel’le
Produced by Johnny “J” and Tupac

Carlos Warlick: ‘Pac wrote that song with Faith Evans, and actually we recorded it with Faith singing the whole hook. Faith wrote that whole hook and all the parts. But then when it came time to put the album out, they couldn’t get the clearances – the whole Bad Boy thing. They ended up putting Michel’le on it. Michel’le basically copied all the harmonies and everything that Faith had done. It was featuring Faith. They wrote it one night in the studio. They kind of both came up with the concept, and ‘Pac then wrote his vocals, and Faith basically came up with all the harmony and created all the background parts. So it basically was not about Faith.

Dave Aron: That’s about Faith Evans. He was definitely into that whole thing, the Biggie rivalry with Faith. He’d get hyped up a lot.

Johnny “J”: We went through quite a few people on the hook. Faith Evans, I had her on there at first. It was going through a little political mode at the time, you know, the Death Row/Bad Boy thing was going. She was there with me and ‘Pac and my wife – all of us hanging out in the studio. For me to see her over there, I was in shock. I was like, “Wait a minute, that’s Biggie’s wife, dude.” I had a a Budweiser with her and said, “Forget it, man” I stopped thinking about it. I drop the track to “Wonda Why They Call U Bytch,” [and] Faith gets in there – I’m not going to lie – she sounds beautiful on the record. Because of politics, I had to take her off. Suge was like, “‘J’, you know we gotta take Faith off.”

Rick Clifford: ‘Pac comes walking in, there’s a big smile on his face. This girl comes walking in behind him, She looked like she had a rough night. Once again, all the kids, they’re all up in my ear. “Faith…?” And I’m like, “Ahm, that’s what started all this bullshit.” It hadn’t hit me. I was kinda naive on the whole thing.

“When We Ride”
Featuring Outlawz
Produced by DJ Pooh

Big Syke: When he gave everybody their names, we were in Clinton, in the penitentairy. We went to visit him, and he gave everybody their names. When he named himself Makaveli, he named E.D.I., Kastro, Napoleon – he gave Fatal Hussein, Yaki Kadafi, Mopreme…

DJ Pooh: We were over at Can-Am Studios working on a bunch of material. It was me, Soopafly, Daz, all the producers – we’re just sitting there working out tracks. Tupac, Dre and Snoop Dogg – all the artists were going through the studio checking out tracks and recording songs. It was like a work machine. It was one of the best scenarios any record company would want to see. All these powerful people in the studio working together. And Tupac also brought along his crew. Guys always want to open the door for cats that’s coming behind them. He was opening up the door for the Thug Life cats then. I had a track that ‘Pac came in and was like, “Whoa, what the fuck is this?” I was just twisting it together. He was like, “This is us! We doing it! We’re going in the other room. When we finish up over there, we’ll be over here tonight.” I said, “Okay.” Later on, I guess early in the morning, three or four in the morning, he stepped into the studio and said, “Put that track back up!” I put the track back up, and he instantly was like, “This is the one that we doing with the group – we gonna ride on this one and ride the track.” “When We Ride.” He came up with the hook right there and just laid the hook down. He had all the guys come in one by one and just kick it off. It was incredible, man. The song was done in a couple hours. In one night everybody felt like they just wanted to take a crack at it – just jump on it, go spit. So many different flavors and styles – it was an incredible opportunity.

E.D.I.: That’s the one and only track that has all seven members – all nine of us, really – on some Wu-Tang shit. That was just over version of whatever Wu-Tang were doing at the time. ‘Pac was out of jail and on some “rider” shit. That was really a word that [he used] when he got out of jail. Suge and them used to say it a lot – all the niggas from Suge’s hood. ‘Pac just adopted that.

Kastro: Everybody got eight bars. We just basically had the concept; we were introducing our aliases and shit like that. That was right around the era when they had the Wu-Gambinos.

Napoleon: I was listening to rap music the other day, and it seems everybody’s song seems to say “ride or die” and talking something about a “rider” in it. Half of these brothers don’t know what it is, they don’t even know where the concept came from. It was something Tupac got from the Black Panthers. It was a thing during the time of the Black Panthers, where they used to say “ride or die.” If you got that weapon on you and you get pulled over by the police, you gotta ride or die, you gotta really use it. So ‘Pac took it and put it in hip-hop form. A lot of people running around saying they a rider, but they don’t even know what it’s about. It’s just a fad they jumped on.

“Ratha Be Ya ****”
Featuring Richie Rich
Produced by Doug Rasheed

Richie Rich: Tupac called me and told me to bring some Bay Area niggas to put on the album. As many people from the Bay. Everybody were in this one big studio. Tupac comes at me like, “I want us to do a song about bitches. When you want to be down for them, but not be there… Man, you know.” He finished his verse in six minutes. He came over to me, and I was still writing. He laid his verse then wrote his second verse. When I spit the verse, he said “That’s why I fuck with you. You know exactly what the fuck I’m talking about.”

“All Eyez On Me”
Featuring Big Syke
Produced by Johnny “J”

Big Syke: ‘Pac was going on, “If you don’t have no lyrics by the time I finish doing this first verse, your ass ain’t on the song.” He’d finish it. It was a test anytime he picked up the pen. It was like, “****, on your mark, get set, go! And you better have some cutting shit.”

Johnny “J”: That was the very first track I laid when we got together at Death Row. When he just got out of jail, just got released, two days later he’s like, “‘J’, get to the studio, I’m with Death Row now.” I assumed it was a joke, somebody perpetrating Tupac. I’m like “Hell no – ‘Pac is locked up!” He’s like “J, I’m out” I walk in, 15 minutes into the session, the first beat i put in the drum machine is “All Eyez On Me.” I wasn’t going to show him the track, honestly. I was like, “This track? Nah, it’s not finished. It’s imcomplete.” My wife says, “Hey, it’s a dope beat!” So I just pop it in, titles just come right off his fuckin’ head.

“Run Tha Streetz”
Featuring Michel’le, Napoleon and Storm
Produced by Johnny “J” and Tupac

Dave Aron: That’s what was great about working on the album. You got to work with so many people. Who didn’t grow up listening to that “No More Lies” song? And then you work with Michel’le and you hear the little voice, and it’s true. The little voice is little, and then she sings, and it’s just so big, and she’s such a little girl. And she’s so sweet.