The Making Of Life After Death

It takes a lot of heads coming together to make a classic LP. Life After Death is B.I.G.'s crowning achievement and XXL tracked down everyone who helped make the damn thing. Now thats whats up! Life After Death's Dream Team Sean "Puffy" Combs CEO of Bad Boy Records and Executive Producer of Life After Death * Steve "Stevie J" Jordan Former member of the Hitmen, Bad Boy's In house production team * Deric "D Dot" Angelettie Ceo of Crazy Cat Records. Former Hitman. A&R of Life After Death. Voice behind skit character, The Mad Rapper * Lil Cease long time friend of The Notorious B.I.G. and member of the Brooklyn based crew Junior Mafia * Lil Kim Bedstuy born rapper and first lady of Junior Mafia * Nashiem Myrick former Hitman * Jadakiss member of the rap trio The Lox, Formerly signed to Bad Boy Records * D Roc Childhood friend and longtime confidant of B.I.G.* Havoc One half of the infamous rap group Mobb Deep * DJ Premier One half of the revered rap duo Gangstarr * Chucky Thompson Former Hitman * Krayzie Bone One fourth of the groundbreaking Cleveland, Ohio group Bone Thugs N Harmony * Layzie Bone One fourth of Bone Thugs N Harmony * Carlos Broady Former Hitman * Carl Thomas R&B Singer * Easy Mo Bee Brooklyn Based Rap music Producer * RZA Mastermind behind Staten Island rap conglomerate Wu Tang Clan * DMC Legendary MC from RUn DMC * Kay Gee Former member of Naughty By Nature, CEO of Divine Mill Records * Buckwild Bronx based hip hop producer* Schoolly D Philly gangsta rap pioneer * Clark Kent Mild Mannered Hiphop DJ and Producer Life After Death proved to be a sadly prophetic title for 24 year old Christopher "Notorious B.I.G." Wallace'S second album. Clearly, the Brooklyn rhyme slinger had it all mapped out. B.I.G. would follow up his platinum 1994 debut, Ready To Die - a street hustlers morality tale that ended with the narrator's gunshot inflicted suicide with an expansive statement that an unapologetically celebrated the successful MC's newfound love of life and all its rewards. Recording took over 18 months in New York, Los Angeles, and Trinidad, Life After Death documents the extraordinary and ultimately tragic final chapter in the life of an ascending star. The sessions were interrupted by B.I.G.'s arrest for marijuana and possession, a car accident that shattered his left leg and the increasing pressures of fame. And of course, everything was taking place under the shadow of the media frenzy surrounding the interpersonal strife between B.I.G. and California rapper Tupac Shakur. Released March 25th 1997, less than a

month after B.I.G. was tragically gunned down while leaving a Soul Train Awards party in Los Angeles, Life After Death sold a mammoth 690,000 copies its first week according to Soundscan, debuting number 1 on both Billboard's Rap and R&B charts. Eventually, it went on to surpass the sales mark set by Tupac's 9x platinum double album All Eyez On Me, joining Hammer's Please Hammer Dont Hurt Em as raps only diamond certified discs. On the sixth anniversary of the notorious MC's passing, XXL interviewed friends, associates and fellow artists who played a part in the making of his classic opus. Assembled here, their rememberances give a track by track glimpse into the creative process that resulted in one of hip hop's most enduring artistic achievements. All Hail Big Poppa! 1. Life After Death Intro Produced by Sean "Puffy" Combs and Steven "Stevie J" Jordan Stevie J: Me and Puff was in the studio just trying to think how we were actually going to start the album. D-Dot came up with this cool suggestion while we were in the thinking process, of putting all of Big's old records together like with his first CD,a lot of skits from there and interludes we didnt use. And a big orchestral music sound around it just to make it huge. That's one of the last things we did on the album. We just wanted to listen to the whole album and do what we had to do to make the beginning tight and the ending even tighter. 2. Somebody's Gotta Die Produced by Nashiem Myrick, Carlos Broady and Puffy Puffy: "Somebody's Gotta Die" was the first song we recorded it was just really some hardcore lyrics. It wasn't to anybody, it wasn't a threat, it wasn't no subliminal underlying message. A lot of times when MCs talk about something and it's gangsta and its violent, you talk about any opposing enemy or foe. But it wasn't on no East Coast/West Coast thing or meant for anybody. It was just some lyrics. He had lyrics like that before there were so called beefs, you know. So a lot of things people started to look for and read into just weren't there, honestly. 3. Hypnotize Produced by Deric "D-Dot" Angelettie, Ron Lawrence and Puffy D-Dot: When Biggie first heard the Hypnotize beat, he just flipped out. I did the music and picked that sample and Ron Lawrence programmed it. He's the one that sat on the drum machine and pieced it all together. Then me and Puffy helped Biggie, adding the choruses and whatever we needed to keep it flowing. Puffy doesn't actually make beats. He doesn't sit on the drum machine or play any instruments so we went into it saying to ourselves, "Whatever we can do to assist him with his label, if he wants to co produce a song with us, no problem," and that's really how it went with that situation. 4. Kick In The Door Produced By DJ Premier DJ Premier: Puff didn't like that record. When I gave him the track he caught me on the elevator and told me, "This is not hot, Preme. I need something more blazin, like "Unbelievable." I was like, "That shit right there is hot." He's like, "I need a Tunnel banger." I

said, "That's a Tunnel banger." He goes, "You ain't hittin it like you used to." That's exactly what he said. I thought he was doing it just to fuck with me, because that's when he really started traveling with security. I was like OK, he just trying to make me feel small. But at the end of the day, Puff is my man. Me and him is mad cool despite the fact that he did not like that particular track, and then when we did it I said, "I told you this shit was gonna be hot." And Puff goes, "I told you I had to hear the lyrics first." I was like, "Yeah, aight." Puffy: I didn't really like that beat at first. Once I heard Big's lyrics on it, once i heard him rap, it made me like the beat, it made me understand where he was coming from. Because that's the kind of relationship we had. You know, if I didn't like something, he still had the freedom to try it. I would give him my opinion and most of the time he listened, but if he didn't listen to it, it must have meant he really felt strongly. So this was one of those cases where he felt strongly on a joint. Nashiem Myrick: Nas said that record was for him, but when Big said, "Son, I'm surprised you run with them/I think they got cum in them, 'cause they nothin but dicks," he was talking about Jeru the Damaja to Premo cause Jeru was going at Big and Puff and all them [with the Premier produced "One Day"]. Lil Cease: Big talked about Nas a little bit in that shit. It was the King Of New York part, the last verse: "This goes out for those that chose to use disrespectful views on the King of NY." Thats when Nas had that freestyle out, where he was like "I'll take the crown off the so called King and lock it down." Thats when Big had the cover of The Source, and it said, "The King of New York." So Big was just addressing shit, but being indirect, cause thats how he was with it. He wasnt saying who he was talking about. Big was like, "I'ma address it. I'm not gonna blow it. He's the only nigga that's gonna know what I'm talking about." Everybody else wouldn't have got it, cause you had to really listen to the lyrics. You gotta listen to the indirect lyrics, indirect lines. Read between the lines. Puffy: Part of the song was meant for Nas but it wasn't no real disrespectful shit, it was more like some subliminal mixtape shit. Nas was doing it. Wu Tang was sayin shit on tapes. We were all sayin subliminal shit on tape, but it wasn't to the point where, when we saw each other, we couldn't give each other a pound and know that some shit was said. It wasn't no deep shit. It was more on some clever shit, you know? Like little clever jabs, so when you hear it, you're like, "Ooh!" Like if you were the recipient, you would laugh at it, because it wasn't having you all out on front street. Everybody wasn't knowin about it. And you could damn near get with the person and yall could talk about it, like, "That shit you said was kinda slick."

5.Fuckin You Tonight Featuring R Kelly Produced By Daron Jones (of 112) and Puffy Lil Cease: We just got locked up again, this is when police ran in the crib and found guns and weed. Next day, Puff bailed us out. We went straight out of jail to the studio - no belts, no laces in the shoes, no nothing.

D Roc: We had just got arrested so we was like "We fucked up. Gotta go make some money. Time to go to the studio." Lil Cease: Puff told Big, "I'm up here with R Kelly. I'm trying to get the nigga on the album. Come fuck with this nigga." So we went straight there. R Kelly came into the studio and Big was kickin it, talking, and the next thing you know R Kelly was in the booth with his shirt off singing the hook to the song. Big didn't even have his vocals. We just wanted to get this nigga's voice on this album. The next day, Big wrote the verses to it. 6. Last Day Featuring The Lox Produced By Havoc, Co produced by Puff and Stevie J Jadakiss: When we did "Last Days," we were still, I wouldnt say rookies, but we were new to the Bad Boy family. We got the call from Darren [Dean] from Ruff Ryders, our manager back then. He wanted us to go to Daddy's House. We didn't even know we was getting on a B.I.G. album, so when he called us to get on it, we was wild happy. We go down there, walk in, and it's smoky - they used to have it like the Shaolin Temple. Anyway, the beat's knocking, Junior M.A.F.I.A. was in there, and we was drinkin, smoking heavy, living the dream, like, "We about to get on a song with Big!" Puff was the overseer, but song wise, Big could do whatever he wanted. He was like, "We just going to make a hard joint," cause it wasn't going to be a single. He just told us to do us, and let us rock. We probably took a little longer than usual, cause it was Big and we was probably a little nervous. But after we settled down, hit a couple blunts, we was good. I had a verse I wanted to use, something that I had already. I was probably being lazy. I spit it to Big and he was like, "Nah Kiss, I know you can come harder than that. Don't use that one, make something right now." I was like, "Damn, Big told me to do it over. I know I got to come with another one." So I came with the joint I came with, and he was just feeling that shit crazy. Big laid his verse last. He out smoked everybody. Niggas was on the floor all asleep and slumped over in the booth and he went in at like six, seven in the morning, and laid some crazy shit. We finally left right when they was setting up the mic and all of that. We was tired. We was young niggas. All that weed was killing us back then. Havoc: I got a call from Puff, he asked for a record for Big and he wanted some street shit. The beat that ended up on the album wasn't the original beat that I had done. I did a beat that Puff liked and the reel had got stolen. So I had a whole new beat. Puff co produced it with me and then The Lox jumped on it. Puffy added like a string to it and like some weird funny sound. It was almost similiar to the original beat, but the original one was way better than that. I wish that could pop up now. I had made the beat from scratch, without putting it on disc and then saving it to disc. I just recorded it straight to reel and somebody hated, and stole the reel. 7. I Love The Dough Featuring Jay Z and Angela Winbush Produced By Easy Mo Bee

Nashiem Myrick: Jigga and Big, them niggas was really battling. Both of them don't write their rhymes down, they just say it in their heads. On the low, they was going at it. Not going at each other in the lyrics, but going at it skill wise. It was a sight to see. It was like, "Let me see what this nigga is going to do in the booth." You could tell they were testing each other. Easy Mo Bee: I noticed that Puff was naying a lot of my joints, like, "Nah..." Then I was checking out what they were doing and I was like, OK, so that's the direction they're going in. They were taking a more commercial, R&B approach. The beats were tighter and cleaner, usuage of more keyboards. I came up to Puff like, "Remember this joint - Rene and Angela, "I Love You More?" Puff was like, "Yo, go hook it up nigga. I don't want to talk about it, hook it up." So I went and I hooked it up, drummed it up, ended up playing keyboards on the track and everything. I had no idea what Big was gonna put to it. I didn't even know he was gonna walk last minute in the studio and be like, "Yo, Mo, I'm doing this joint with Jigga!" I'm looking up from the equipment, like, "Word? Aight." Big came in with Jay, and they start cross pacing. Imagine two people pacing back and forth, criss crossing each other, and not looking at each other, doing their writing process in their head, mumbling to themselves, getting their lyrics right and kickin it with each other in between. They was taking their time. It was me, D Dot and I dont remember the engineer. I remember Puff came in with some fly girl. After a while Big came over to me and was like, "Yo, me and Jay, we gonna go out for a little while. We'll be back. That night was the last time I saw Big. I waited and waited for them to come back, and it got so late, I just told D Dot like, "Ima break out." To this day, I wish I could've been there when Big, Jigga, and Angela Winbush did them vocals and everything. They had gone and got Angela Winbush, reiterating "I Love You More" to "I Love The Dough," I fell out. I was like, Oh man, they doing their thing. They went back and got the original girl. I know that was definately Puff's idea. They went and got the original artist. Have her sing the hook over, not just sing the hook over but reiterate and change the words up. I was happy with that. 8. What's Beef? Produced By Nashiem Myrick and Carlos Broady Lil Cease: That was supposed to be the original Bone Thugs beat. Then one day Biggie was sitting there fucking with it by himself and he put three verses together and a hook and was like, "I'ma kick this song." It was easy to put together, but then again, Big made everything look easy. It wasn't really about nobody in particular. It's just explaining to niggas what real beef is. He was talking about a real beef when your family and your kids aint safe. He was putting it down on real gangsta street level on that song, not just thata regular thug level shit. When you're going to war with a nigga that's dangerous and you dangerous - that's the type of situation you gotta worry about. It was a real uppity up street record. 9. B.I.G. Interlude Produced By Biggie and D Dot Samples Schoolly D's "PSK (What Does It Mean)"

Schoolly D: I knew B.I.G. WAS GOING TO DO "PSK" justice. He was one of my favorite rappers. I think as flow goes, the world misses Biggie. The thing is, younger cats were coming up to me after my shows like, "Yeah, you doing Biggie's song." I'm like, "What the fuck are you talking about?!" 10. Mo Money Mo Problems Featuring Puffy and Ma$e Produced By Stevie J. and Puffy Stevie J: Ma$e came to me in the studio one day with this "I'm Comin Out" sample. He's like, "When you gonna use this right here? Either my album, Puff album, or Big album?" So we laid the track first but nobody knew who was gonna get it. And then when Big came with the "B-I-G P-O-P-P-A!" What!? That was Big's joint. Everybody felt that. 11. Niggas Bleed Produced By Nashiem Myrick, Carlos Broady, Puffy and Stevie J. Nashiem Myrick: I think this was done after Pac died. I did that in Daddy's House. This is one of the songs that Big took a while on. After he did the first verse, he waited for a while, and came back and did the rest. Carlos Broady: Actually, that was a joint we jacked. I had to play it over. I'm not telling [the name of the record we sampled]. I don't think that joint was cleared. 12. I Got A Story To Tell Produced By Buckwild, co produced By Chucky Thompson and Puffy Buckwild: Big picked beats on vibe, and he was looking for beats to fit into the album. Big was the type of dude where there could be 50 people in the room and you think he wouldn't be listening. You'd play him 50 beats and you'd think he wasn't paying attention cause he's sitting there smoking and zoning. And then at the end, he'd be like, I want number 12, and put number 30 on a tape. The song was done, and everyone was telling me the song was incredible. That was all I kept hearing. But we had big problems with the sample. It almost didn't make the album. Working with Puff, it was a blessing that he had people who could come in and get him around the sample issues. Chucky [Thompson], being an excellent musician, he replayed it, and found the exact same sound. Chuck just had to change one or two notes. If I played the original and I played the sample, there's nothing really different. Chucky Thompson: Puff played me songs, trying to get me amped. He played me "I Got A Story To Tell," and I just loved it. But him and Harve said they can't use it because of a problem with a sample. I knew what was needed. It was the night of the Grammys. So I went straight from the Grammys to Daddy's House, and I'm in there with a tuxedo just trying to finish up, cause they was wrapping the album up. Puff really didn't understand what I was doing. I think the pressure was on him. He was like, "We're just going to scrap the song." I

told him to just relax. Just leave the room, go pressure your ass somewhere else. Let me deal with this. I liked the original way Buckwild done it. All we had to do was take a piece out, which in the original sample was really just the harp part. I knew if i could get it to the point where its unrecognizable, we were good. So I went in, grabbed the guitar and started filling in the pieces. I took the same melodies. I just changed a few of the instruments. I moved it from harp to the guitar, put a little bit of harp in there, but anybody that knows that original record is probably scratching their head, like, "How the hell did he..?" D-Dot: I could be wrong, but I've never heard a rapper rap through a story - rap you a story and then tell you the whole story again without rapping it. In "I Got A Story To Tell" Big tells you the story about how he met this chick. She was wild, he went to the crib not knowing that she's fucking with this basketball guy. The basketball player guy comes home, and in order to get out of there, Big had to pretend he was robbing her. So it looks like she's getting robbed as opposed to having sex with Big. Then after he finishes the story, the beat plays on and then he goes back and tells you exactly what he rapped about, in case you didn't catch it, like he's telling it to his boys. That's the creative part that I'd never seen anyone do. 13. Notorious Thugs Featuring Layzie, Krayzie and Bizzy Bone Produced By Stevie J. and Puffy Puffy: Big understood how important the Midwest and the South were at that time. He loved Bone Thugs. Being that he really liked melodies, he really liked Bone Thugs. Krayzie Bone: Puff just called up one day while we were out in California, "Come by the studio tonight." So we went. As soon as we walked in, Big was like, "What yall eating, drinking and smoking?" It was a shock how down to earth he was. Nigga used to floss in his raps big time. But when you met him he was a real humble dude. There was a lot of things that he wanted to know about us and about our flows. He just wanted to know how we came about doing our style and how we did our vocals. He was watching us do our parts like, "Goddamn, yall niggas are crazy." Layzie Bone: I came with a couple ounces of herb, and about 15 minutes into the session, Biggie had it in his hand [laughs]. I'm like, "This nigga just gangstered me for my weed!" But I ain't say nothing because its cool. When Biggie did our style, that's when Bone received respect for our shit. It was like the whole industry never gave us our Ps. But Biggie was telling us that whole night in the studio like, "Yall just came in and laid it down so fast. Yall niggas are amazing." He was marveling off of us. And we telling him how much love we had for him. D. Roc: That dude Layzie was passed out in the truck. Like they ordered a case of Hennessy, drinking it by themselves. He was drunker than everybody and everybody was like, "This nigga is gonna fuck up our whole night." When it was his go, I went and tapped on the window. His face was on the glass - slobbing, knocked out. I tapped. He walked straight out the car, into the booth, did his verse in one take and went straight out the car, into the booth, did his verse in one take and went straight back into the joint and passed out again.

Stevie J: After Bone Thugs went in there and ripped it, Big took it home for a minute. He was like, "I aint layin mine. I gotta wait. This style aint what I'm used to." Lil Cease: The Bone Thugs shit, nobody could be in the room [when Big was recording his verse]for that. He really wanted to sit there and master that shit. Cause he knew he was about to do something different, and whatever came out the studio was gonna be so, so new. 14. Miss U Produced By Kay Gee Kay Gee: I approached them. I had a demo idea. "Missing You" by Diana Ross, that's what I was working with. It's replayed, not sampled. I always liked that record and thought one day it would be hot over some hard drums. My man wrote the hook and put it together. He put the words down and we demo-ed it. It was specifically for Biggie. Then I put a call in to Puff. I had to track him down. I sent it to them, and Puff called us and said, "Big loved it! He definately wants to do that record, but I wanna put 112 on it. Do you have a problem with 112 doing it instead of your man?" It wasnt a problem. Lil Cease: The song was about O. That was Big's man, somebody Big used to hang with everyday. He got caught up in the hood. He got killed in a store in Brownsville [Brooklyn], not too far from where we was from. He got shot twice in the chest in a store. 15. Another Featuring Lil Kim Produced By Stevie J. and Puffy Stevie J: That song was funny cause they was beefing for real. Kim was talking wild shit. Big was like, "Fuck you, bitch." And she was like, "Fuck you too, nigga." You hear all that spitting? That was real right there. They was really going through some things at the time. Lil Kim: We had a big ass fight. I had heard about him and some girl. We were talking about what happened, and all of a sudden, next thing you know, I'm going at him like this [punches in air]! And my friend Mo is trying to grab me, and D Roc got in the middle. But we're just going at it. And I hit Biggie so hard. And he was on crutches, so I kicked his crutch on the floor! I said, "You have to stay because I might need you to help me with my line." And he was like, "I'm not helpin you. Fuck. You gonna tell me how you fuckin feel. I always let out my feelings and you gonna do it too. So I'll hear it when it's done." I always wanted him to treat me like a baby. I was real spoiled and I wanted him to be with me 24/7. I wanted him in the studio. At that time, I didn't like being in the studio with Puff by myself, because he's a pain in the ass! Biggie knew how I worked, so he would let me do my thing - sit in the back and check on me every half hour or every hour. Puffy comes by every five minutes! "You got something? Lemme hear." I'm like, "I'm trying to create here. I can't with you all on my back!" A lot of the lyrics were true. I had to go to court for Big when he had that case in Camden, New Jersey. You know, some promoter said Big beat him up, so I had to go to court and

testify for him and hold him down. I was really mad as shit! I had caught Big fuckin a girl like in action. And I was sick! And I had just bailed him out of jail that day, too! After I did the song, I didn't see him. I think I maybe saw him one more time before he left for LA. 16. Going Back To Cali Produced By Easy Mo Bee Easy Mo Bee: I always wanted to do something with Zapp's "More Bounce To The Ounce." I wanted LA's attention. There was a lot of tension, East Coast/West Coast. My manager at the time was from LA. He was like, "Look, in LA at the block parties and house parties, when "More Bounce" came on, that was the joint that made everybody go crazy. That was always the LA anthem." You got this East Coast/West Coast tension bullshit, and I felt that maybe through music or a beat, anything that gets everybody on one accord, or in harmony... I was in the car by myself listening to the radio. I think I was listening to 98.7 Kiss and I think they threw ["More Bounce"] on as an old joint. I'm riding in th ecar just zoning, like I never heard it before. I was talking to myself in my head , like "You aint never did anything with that. The reason why you ain't never used it before is because too many people already used it." But everybody had basically looped it. Nobody ever chopped the record up as if it was "Funky President." So I had an idea to make the drums travel the same way that the record normally goes, but have the bass line doing something totally different. When they gave me back the finished song, they were like, "Yo, you ain't hear that shit? Big destroyed your shit. "When I heard, I'm going going/Back back/To Cali Cali" I said, "Awww shit, man! What yall doing?" I felt like, are we starting trouble here? Because at that time, there's two different ways you could've took, "I'm Going Back To Cali." You could take it like, "I'm going back there to run shit," or you can take it like how he expressed it in the record, for the women and the weed. Basically, if you listen to the record, its not negative in any respect. But just the title... I aint gonna front, it scared me a little bit. I was like, You is this the healthy thing to do right now? Puffy: Everybody always feared when we would go to California, and have problems, and we were very conscious of it, but we were trying to make it positive. That was just saying that we was going back to have a good time. He was saying he had love for Cali. Just because he had a problem with one person, he wasn't gonna start saying he didnt like all of California. 17. Ten Crack Commandments Produced by Dj Premier Samples Chuck D from "Shut Em Down" Premier: We laid it down, and the ill thing was Snoop was there and so was Daz - and this was during the beef time. They was there chillin, but it was all love. To make a long story short: on "Ten Crack Commandments" Big went in there and did the vocals and the only thing that Big instructed me to do besides what was already laid down was, "Everytime I say number one, number two, number three, take that Chuck D scratch and scratch it with me saying the number." I said, No problem. I did that, it came out to be another hit. I think it's one of the best records he ever made. As soon as he was done with the vocals he goes, "Premier, I did it. I did it. I'm the greatest!" And that was the last time I ever saw him.

It was the fact that it was called "Ten Crack Commandments." Chuck's not into that. He doesn't want his voice affiliated with anything that involves drug use or drinking alcohol, sex, or whatever. So they came after me and Biggie's estate, saying that we violated in the fact that we used him on a song that condoned drug use. I didn't look at it that way, because, to me, that record was to cats in the street. So, to wrap that up, I told him - this is after the fact that Big had passed already, and [his death] was still fresh - I told Chuck, cause I was on tour with him, I was like, "Yo Chuck, why don't you be easy on that? Because I feel like, why should we have to go through this when Big is dead and he's not here to defend this lawsuit. You gonna put his mother through it? I dont think that's spiritually fair." He said, "You know what? If it gets out of hand with everything, I'll dead it." I said, "OK, fine." He never deaded it. I found Chuck one day around my neighborhood that I live in now. He happened to tap me on my shoulder, he was with his kids and I got into it with him a little bit. I never spoke to him again and I started kind of having a little hate for him to a certain degree. I felt like he was a hypocrite. I would never sue a dead man, especially Big. I thought that was spiritually wrong, especially for what he stands for. Because I love Chuck D as a lyricist, a performer, and a writer and as the head of Public Enemy. I love what he represents, and I felt like that was a foul on the fact that he couldn't let a man's death override a lawsuit. I'd rather it be all on my back than have to go sue a dead man's estate. It put a big dent in the rap game. But I saw Chuck at Jam Master Jay's wake, and we spoke and we got everything behind us now.

18. Playa Hater Produced by Puffy and Stevie J Stevie J: "Playa Hater" was done with Ron Grant from the Blue Angel band. The studio was located at 321 west 44th, but the Blue Angel [strip club] was right next door. There was a band that used to play there, a whole bunch of hot brothers, they just was nice. I was like, "Yall wanna record something with me?" Me and Puff brought em right upstairs and we did it like in one take. The crazy thing was Big singing. He wanted to do a whole album of ballads. He wanted to call it Big Ballads. Lil Cease: That was us in the joint. We high and we singin it, and we playing the vocals. And Puff come and changed the whole shit. That was some bullshit. When we heard it on the album we're like, "This nigga done erased all over our shit." Puff used to fight for alot of shine. He wanted to be famous. 19. Nasty Boy Produced By Puffy and Stevie J. Stevie J: We had an issue with that song. We used the Vanity 6 "Nasty Girl" sample. Me and Puff took a trip to see Prince and he wouldn't let us use it. That's why I just got on the live bass and did some funky original sounding thing on top. 20.Sky's The Limit Featuring 112 Produced By Clark Kent

Clark Kent: One day we were in New York so Big could record some vocals on "Who Shot Ya?" Then we went back to meet the bus and I had a tape full of tracks. He was going, "OK, that's for Junior M.A.F.I.A., that's for Junior M.A.F.I.A., that's for Junior M.A.F.I.A...." That's how he picked all the tracks for Junior M.A.F.I.A. right off that tape. Then he goes, "This is for me." I was like, "Man, you ain't doing an album for a year and a half, two years." He was like, "I don't care - just hold it. It's for me." I had to tell him Akinyele wanted the track, too. He was like, "This is for me." 21. The World Is Filled... Featuring Too $hort, Puffy and Carl Thomas Produced By D-Dot and Puffy Carl Thomas: At the time, I hadn't officially signed with Bad Boy yet. Puffy and I were still negotiating. "The World Is Filled..." really helped me make up my mind as far as where I wanted to be. I was just really proud of that when it was done. It was something that Big loved, and when he saw me, he let me know it. That was one of the biggest accolades that I could recieve... Me, being from the Midwest, I used to watch my uncles in the game and different pimp characters in the neighborhood. It's funny, the chorus that I wrote, "The world is filled with pimps and hoes...," was actually part of a poem that I wrote in study hall in the 10th grade. I was 15 years old. 22. My Downfall Featuring DMC Produced By Nashiem Myrick, Carlos Broady and Puffy Puffy: That was me. That was my anger. I was angry about the whole situation and about everything that was going on in hip hop surrounding us. There were people against us in my own area, alot of people adding fuel to the fire. I felt like a lot of it had stemmed from jealousy and there were people really praying and hoping that we would get killed. There were rumors. You know there were rumors about "Big got shot" or "Puff got shot" floating around before anything really happened. People would be looking at us like, Yall really in some beef, but like really hoping that something would happen. So that's why the song said "Pray for my downfall." That joint was blatant, that was like for everybody and everything and was a real emotional song. Nashiem Myrick: Carlos had that track in Trinidad and the way Big rocked it, the beat sounds crazy because it sounds like a Jamaican beat on it. That's the way Big flowed on it. He didn't count the snare or something. The way he purposefully flowed on it sounds like it was on three beats instead of four beats. Stevie, he came in and did the overdubs and that sounded crazy. Puff got some vocalist in. Then I brought DMC in to do the hook, cause Big wanted the hook to be "Pray and pray for my downfall." They wanted to get someone to scratch it. I got Clue to scratch it but it didn't sound right cause the record interfered with it. So I just got DMC himself to come in and do the vocals.

DMC: P Diddy called me up and asked me to do this part. It was taken from Run DMC's "Together Forever" - the part where I said, "MC's have the gall, to pray and pray for my downfall." At first I thought they wanted me to come there just so they could sample from the original record. But they were like "Nah D, we want you to do it over." When that record came out, it was the biggest thing in the world for me. It made me big as fuck. It made me relevant to today's kids. Everywhere I went, it was like, "Yo, DMC's on Big's album." 23. Long Kiss Goodnight Produced By RZA Lil Cease: That was a one nighter. That was about Pac. He had some shit at the beginning of that though, nobody heard it, on the reel. We had to change it. It was a little too much. I can't remember what Big said about him, but it was terrible. It couldn't make it. He didn't want to do it. He had some fire. But he didn't want to make it too much. He just wanted to address it and to let nigga know, "I know what's going on, and I could get wreck if I want to." Like, "If I really wanted to get on ya niggas, I could." Puffy: Naaah. It was just some MC lyrics. I know people wanna have their imagination, but it was just lyrics. You're hearing it from the horse's mouth. I would tell the truth. If Biggie was going to do a song about 2Pac, he would have just come out with it and said his name. Their gloves were basically off. 2Pac had did "Hit Em Up." RZA: Biggie was always pretty cool with me. He liked the Wu-Tang sound. He requested me to be on the album. I didn't know if everybody in his camp agreed with it, because at one point there was a little bit of tension in the air - with Raekwon's [Only Built 4] Cuban Linx... album and some of the statements that was made. But we was always cool with each other. Biggie wrote the verse after his accident. At first we had Cappadonna doing the hook, talking alot of shit. In the beginning, you can hear Cappadonna. Then Puff did his thing at the end. I didn't know it was going to be there but I know how they work. I wasn't in the studio when they did that. I went in a couple weeks after he did the verse. They wanted to mix it themselves, but they didn't even know where to put things at. I had so many sounds in there. They didn't know what the fuck I was thinking about. We had about 10 basic musical elements on that track. At the end he's talking about everybody was fucking with them at that time. He could have been talking about me [laughs], cause there was some cuts at Biggie on the Cuban Linx ...album. 24. You're Nobody (Til Somebody Kills You) Produced By Stevie J. and Puffy, co produced by DJ Enuff Background vocals by Faith Evans Stevie J: The Rev. Hezekiah Walker comes in while we're fixing the hook on "You're Nobody (Til Somebody Kills You)." I was laughing my ass off. We go to his church, me and Puff. That song was Big singing the hook. He was like, "I got this hook...[sings] You're nobody..." Big was not there that particular day Faith was there. She was like, "What I gotta sing?" Puff

was like..[sings] "You're nobody till somebody kills you." But it was just how both of them sang on that track together - husband and wife. That was sexy, right?