The making of Tupac’s All Eyez on Me(XXL Classic)

Out of all of the albums that Pac has released throughout his career, This was the album that not only changed the face of rap music by introducing the first double album in the Mainstream,but it also captivated Tupac into a mega star and shifted momentum back to Death Row during a time where Bad Boy dominated the mainstream and the Streets. Death Row lost a bit of a edge but they still was a major player in the game, Pac came home with a mission to put Death Row back on the map and even guaranteed Suge that All Eyez on Me was gonna sell 6 million Copies.

The anticipation for a album hasn’t been this high since Snoop’s Doggystyle album and while Snoop Dogg was a great rapper, He didn’t have the charisma Tupac had and it shows to this day on how many people are trying to mimic him or copy his style as well the format for this album.

People have criticized it heavily because it seemed that people wanted Pac to drop more deep music. Its found in traces but this album here is a celebration of Pac’s freedom from prison and him enjoying the new-found California lifestyle. It may also remain as his most aggressive album lyrically as he reflects on his shootings, his adversaries who wanted to see him killed and many of his critics who denounced him.

Heres the classic XXL article breaking down the creative process behind All Eyez on Me:

The Making Of 2Pac – All Eyez On Me

Produced by: Dr. Dre, Dat Nigga Daz, David Blake, DeVante Swing, DJ Pooh, Mike Mosley,
Johnny J, D. Rasheed
Co-Produced by: 2Pac
Executive Producer: Suge Knight
Project Coordinator: Roy Tesfay

Mastered by Brian “Big Bass” Gardner at Bernie Grundman Mastering
Recorded at Can-Am Studios.
Guest Appearances by: Rappin 4-Tay, Richie Rich, Redman, Method Man, D-Short, E-40, B-
Legit, Roger Troutman, Dru Down, KC, JoJo, C-Bo, Outlawz, Snoop Doggy Dogg, Kurupt,
Dat Nigga Daz, Nate Dogg, Danny Boy, Storm, Dramacydal, George Clinton, Jewell, Mutah,
Michel’le, Big Syke, CPO

“Skandalouz” Featuring Nate Dogg Produced by Dat Nigga Daz

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 their 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 deal 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 Dat Nigga Daz, Kurupt, Redman and Method Man
Produced by Dat Nigga Daz

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….”Thaat’s inspectah Deck. I went and picked up Red and Meth and Deck personally and too 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.”

Daz: We did that song at my house. Kurupt had brought 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 2pac song. I had transferred it at Dr. Dre’s house
and had left it out there. [2pac 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.” 2pac (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.

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

Tommy D: fuckk it, I can say it: Dre really didn’t want nothing to do with that record. He didn’tlike it at all that 2pac 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 2pac is here.” I was like,
“What the fuckk!?” 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, ughhh, 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 2pac on there. So basically he lost his first single for Aftermath, and it ended up being the first single for 2pac. 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 2pac on that shit, and this is going to be the single off the record…” that shit was dope. Suge ain’t no dummy.

“Life Goes On” Produced by Johnny J

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

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 nigga 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.

“2 Of Amerikaz Most Wanted” Featuring Snoop Doggy Dogg Produced by Dat Nigga Daz

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….” He’s so big, and he walks up. Snoop’s kinda talll, 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 like that. And they ended up doing that song.

Daz: ‘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 youhear, 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”

“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 was 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 go. 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.”

“Ambitionz Az A Ridah” Produced by Dat Nigga Daz

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 was] at the studio at that time was up there. I came a a ittle 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.

Dave Aron: That’s the first song I ever did with 2pac. 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.” 2pac 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: 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.

“All About U” Featuring Snoop Doggy Dogg, Nate Dogg, Fatal and Yaki Kadafi Produced by
Johnny J And 2Pac

Nate Dogg: It was me, him and Snoop, and we was talking about all the girls that we had seen before. The whole thing came from a video shoot. We was at a video shoot, and it was so
funny how, if it wasn’t Snoop that knew the girl, 2Pac 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 aight. ‘Pac was one-taking his verses. He did that a lot. We was having so much fun, the song just came out.

Johnny J: That was one of the most hilarious records i’ve ever done with 2pac….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 [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”

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

“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.

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

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 goddamn hard. All you have to do is press fuckin;’ ‘record.’ Press fuckin’ ‘record. ‘NOW!”

“Tradin’ War Stories” Featuring Outlawz, CPO and Storm Produced by Mike Morsley and
Rick Rock for steady Mobbin’ Productions

Rick Rock: I don’t know where the f##k 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.

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.”

“Only God Can Judge Me” Featuring Rappin’ 4Tay Produced by Doug Rasheed for Mad
Castle Productionz 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’-Tay’s vocals for that. He’s a fun guy. He had his little pimp status going on. He really fit the Oakland mold.

“Ratha Be Ya Nigga” Featuring Richie Rich Produced by Doug Rasheed for Mad Castle

Richie Rich: 2pac called me and told me to bring some bay area niggas to put on the album. As many people from the bay. Everybody was in this one big studio. 2pac 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 f##k with you. You know exactly what the fuck I’m talking about.”

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

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 2pac. 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.

Big Syke: ‘Pac was going on the pac of, “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, “Nigga, on your mark, get set, go. And you better have some cutting shit.”

“Run Tha Streetz” Featuring Michel’le, Mutah and Storm Produced by Johnny J and 2pac

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

About Vic Da Rula

What more can I say? I enjoy Hip Hop, Sports, and living the good life! var a2a_config = a2a_config || {}; a2a_config.linkname = "Escobar300(Covering Hip Hop Culture, Sports, and Events)"; a2a_config.linkurl = "";
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12 Responses to The making of Tupac’s All Eyez on Me(XXL Classic)

  1. That was a frankly fun blog post

  2. Pingback: References | JamarAnderson

  3. Daniel de Stoute says:

    thanks for this post! almost 3years later.

  4. Pingback: 25 Facts You Probably Didn’t Know About Dr. Dre…. | Z 107.9

  5. Very interesting! Thanks for sharing!

  6. Remarkable! Its truly awesome piece of writing, I have got much clear idea
    regarding from this paragraph.

  7. Mduduzi Mabuza says:

    Thanx dat waz so informative…Its great to hear how Pac did the best & greatest rap/hip hop album of all time.

  8. bobby says:

    Great article, years later.

  9. Steve says:

    That was nice, it kills me when they say he was not lyrically, he was the Deon of rapp, you will never ever ever ever, have a rapper go after some many rappers, cricket, cricket (silence 9

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