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Above the Rim at 30: Warren G and More on Making Hip-Hop’s Best Film Soundtrack 

Tupac Shakur on the set of 'Above the Rim' in Harlem. (Credit: Mark Peterson/Corbis via Getty Images)

Before Black Panther, Bad Boys II, or 8 Mile released original soundtracks of classic hip-hop, there was Above the Rim. The influential basketball film, released in March 1994 and starring the legendary Tupac Shakur, is an ode to Harlem, hoops mecca Rucker Park, and all the talent that came out of it—and even the talent that never broke through. But Pac looms above the story along with his music, including the cult hit “Pain,” featuring rapper/producer Stretch. 

Above the Rim: The Soundtrack showcases the two most popular sounds of early and mid-’90s hip-hop and R&B: G-funk and new jack swing. A few months before everyone heard Warren G and Nate Dogg’s opus “Regulate” on Regulate… G Funk Era, they heard it on Above the Rim. Other west coast legends like DJ Quik, Tha Dogg Pound, Jewell, and the Lady of Rage also appear on the 18-track album, with Suge Knight and Dr. Dre serving as producers. 

The project brings together the best of early ‘90s R&B too, highlighted by new jack stars SWV, Al B Sure!, and Jodeci members DeVante Swing and his younger brother Mr. Dalvin. The result is what many consider to be the greatest hip-hop soundtrack of all time, even 30 years later. The album shipped over two million copies and won the Soundtrack of the Year award at the 1995 Source Awards. But it’s also a true music miracle that Def Jam Records, where Warren G was signed, and Death Row Records, which produced the soundtrack, created enough of an entente that “Regulate” made it out. And as Warren G tells me, his stepbrother Dr. Dre wasn’t even high on his song at first: “I had played ‘Regulate’ with Dre, he wasn’t too fond of it,” he says. “I was like ‘Damn, if he don’t like it, it ain’t gon be shit.’ But I didn’t give up.”

To remember the 30 years since Above the Rim: The Soundtrack released on March 22, 1994, we connected with Warren G, SWV producer Allen “Allstar” Gordon Jr., Above the Rim screenwriter Barry Michael Cooper, and more, to reflect on the soundtrack’s creation and legacy.

New Jack Swing

Allen “Allstar” Gordon Jr. produced many R&B hits after the early ‘90s, including Joe’s “Let’s Stay Home Tonight” and Koffee Brown’s “After Party.” But in the late ‘80s, as Allstar tells us, his first musical ambition was rapping. When that didn’t work out, he started getting into production and met Gotham rappers Large Professor and Lord Finesse, who presented him with a remix opportunity for R&B trio SWV’s megahit “I’m So Into You.” Back in those days, there was En Vogue, TLC, SWV, and then everyone else. “When I first met the girls, they were a bit intimidating,” Allstar says with a laugh. “The first thing that Coko said to me was ‘This shit better be good.’” But it was, and he eventually went on to create the popular remix for “Anything” on Above the Rim: The Soundtrack.

Allstar on “Anything”: SWV had gotten hired to do the soundtrack on the very last leg of it. It was a rush. I recall Suge Knight’s team, the night that we were in the studio recording the record, kept calling, trying to figure out when they could hear something. I told them that we couldn’t send anything out until we were comfortable. I took a break for dinner, and while I was gone, Suge basically forced my engineer to send him a snippet. Of course, when I got back, I found out, and Suge went off. He was upset because he didn’t like it. That situation kind of got sticky for a little minute. But obviously it ended up working itself out, and he ended up loving the record.

Harlem-born Above the Rim screenwriter Barry Michael Cooper has worked with the likes of Spike Lee on Netflix’s She’s Gotta Have It. But in the early 1980s, he rose through the ranks as a young journalist to become a star writer, profiling Prince in the SoHo Weekly News in the Fall of 1980,and breaking the first national magazine story on the crack epidemic in 1986 at SPIN. Cooper also coined the term “New Jack Swing” in a 1988 Village Voice cover story he wrote about Teddy Riley, describing the piping-hot style of R&B that would later be abundant in the soundtrack of the movie he wrote. Cooper calls the genre “an amalgamation of hip-hop, R&B, gospel, jazz, electro, and Go-go.”

Barry Michael Cooper on how the soundtrack came together: I gotta give props to producer Benny Medina. He brokered that with Suge Knight. The majority of those songs are west coast joints. I’m telling you, man, they rang all through Harlem and the east coast like crazy. Of course The Chronic and Doggystyle put Death Row on the map, but also that Above the Rim soundtrack took them out of there. They was gone after that. You couldn’t catch them. Only thing that caught up to them later was Puff and Bad Boy and Biggie and all of that. But up until that time, Death Row was it.

“It was a clear black night, a clear white moon”

Above the Rim actually isn’t the first hip-hop soundtrack to feature a Warren G single. It isn’t even the first time Warren G was in a Tupac movie. Warren takes us back to the early 1990s. “After I had went my own way and parted ways with Death Row, I was just trying to find myself and trying to figure out what my next move was,” Warren G says. “I was still hanging out. I was still being around everyone at Death Row because that’s my family, period.” One day, in walks Def Jam executive Paul Stewart and director John Singleton. They were looking to meet with Dre and Snoop and other Death Row artists, Warren says, to find songs for the Poetic Justice soundtrack, released in the summer of 1993. But Warren saw this as his chance and led Stewart to his burgundy 1985 Buick Regal. From his cassette deck, Warren played his new upbeat ganja-infused production “Indo Smoke,” a single by West Covina rapper Mista Grimm featuring a Mississippi-born crooner named Nate Dogg and Warren himself. This happened on a Thursday or Friday—and early that next week, he received a call that “Indo Smoke” was going to be the lead single for Poetic Justice OST. A year later, Warren recreated that alchemy to bring “Regulate” onto the soundtrack for Above the Rim.

Warren G on how “Regulate” ended up on Above the Rim: The Soundtrack: Once again, I went up to the studio by myself with Dre and Mike Lynn [a longtime Dre associate]. So I asked Mike Lynn, “Can you come listen to this record?” We sat in the car, and I played “Regulate” for him. He did the same thing Paul Stewart did. He took the cassette and asked if he could play it with Jimmy [Iovine]. I’m like, “Hell yeah. Play it for him.” He called me back the next day and said that we want this to be the first single for the Above the Rim soundtrack. So I called Russell [Simmons] and Lyor [Cohen] and told them that they’re going to be getting a call from Jimmy Iovine, Interscope, and Death Row because they want to use my song. Now mind you, I hadn’t even put that [song] out yet.

But how did Warren G create “Regulate” to begin with? Let’s rewind back a bit. He says the track was actually put together in late 1993 and then shelved away in his vault. The first step was finding a worthy beat. Here’s how he came to ground “Regulate” in that iconic four-bar sample of Michael McDonald’s 1982 “I Keep Forgettin’ (Every Time You’re Near).”

Warren G: Well, it happened like this. I’m a record-digger. I dig for records. So I happened to be up in Hollywood. I was hungry, so I went to Roscoe’s. I bumped into a cat that was selling records in front. He had crates full of records. I felt bad for him, so I was like, “Let me buy this whole crate of records from you.” I think it was like $250. When I got home, I went through the crate and found some good songs. I came across Michael McDonald and the Doobie Brothers and “I Keep Forgettin’.” It brought back a great feeling cuz my parents used to play that record a lot. So I thought, “Why don’t I sample this record and try something different from what everyone else is doing?”

Warren G on the “Regulate” intro: At that time we had a saying called “Regulate.”: “We gotta regulate this, we gotta regulate that.” “He trippin’, we gotta regulate.” That was our word back then. So I was trying to figure out a way to put a hook on it. Couldn’t figure it out. Then I said, “I’mma do it like this.” I was using my VCR one day. I’m a huge fan of Young Guns [a 1988 Western/action film]. There was a part where the one cat is like, “We work for Mr. Tunstall as regulators. We regulate any stealing of this property, and we’re damn good, too.” It was an extra long part, so he said a bunch of things, but I just took the key parts. And I took those and sampled: I went from quarter-inch [adapters] to RCA into my VCR into my MPC. Put drums to it, put some keys to it. That’s when I made that the intro to the record.

After getting the beat and intro in place, the next step was bringing in Nate. Between their collective 213 (Warren, Snoop and Nate) and collaborating on different albums, they made G-funk magic dozens of times. But it all took off with “Regulate” on Above the Rim

Warren G on trading bars with Nate Dogg: This was after I got my deal with Def Jam. My mind was focused on creating a hit. So I was just focused, man. I was like, “Why don’t I call Nate and we go back and forth and do a record like Dre and Snoop did with ‘[Nuthin’ but a ‘G’ Thang?’” So I called Nate, told him I got a tight-ass beat, come and get down with it. I stayed in an apartment in Long Beach. He came over and was blown away by it. But we didn’t know what to do. So I’m like, “Let me start it off with four bars and you come in with four bars after me, and we do it all the way ‘til we get to 16 bars.” 

First thing that came to my mind was “it was a clear black night, a clear white moon / Warren G was on the streets tryin’ to consume.” I wrote that off the top. Then he [Nate] came in with his part. So I fed on what Nate said after that. The song was matching up to some of the things we had went through in the early stages of our careers. I was going off what Nate said, and he would go off what I would say. And it worked out. That’s how “Regulate” was created. 

These days, “Regulate” recording engineer and mixer Greg Geitzenauer works in music in Minnesota. But in the early ‘90s as a young music engineer out in Los Angeles, he tells us how he wound up becoming involved with the hip-hop track of a lifetime.

Greg Geitzenauer: I just got an internship at a studio in North Hollywood called Track Record. I started there, just being a runner. From there, you sort of go up to an assistant engineer. How I met Warren was that, shortly after The Chronic came out [in 1992], Dre booked time to do instrumental mixes of stuff for the tour. A lot of the Death Row people and Warren were hanging out there as well. Warren said, “Hey, I got some money to do a demo for ‘Indo Smoke.’ Do you want to engineer it?” 

Warren got an advance [from Def Jam] when he got signed as an artist. So he went and bought a multi-track home studio rig in North Long Beach that he could work on. He was pleased with it. The first time Nate had come over, Nate got super excited and wanted to do something on it. So they just went back and forth and recorded pretty quickly. We did re-record those vocals once we got to a real studio. But it was all written and recorded, at least the sketch of that, in that apartment.

Warren G on his late friend Nate Dogg: The memories I had with him was how dope he was at creating songs. Along with not taking no shit from nobody and doing it how he wanted to do it, no matter what nobody said. Nate kinda taught me that. 

Warren G on collabing with his other west-coast legends on Above the Rim: I think that’s one of the greatest soundtracks ever put together. It was G-funk. Everybody on there was family. So the whole vibe was dope. 

Other Players

Compton rap duo 2nd II None (cousins KK and Gangsta D) probably had their biggest crossover hit with “Up ‘n da Club,” a 1999 DJ Quik-produced song that bumps when Furio and his partner collect from slackers Sean and Matt on The Sopranos. But having been rolling with Quik since the early 1980s in junior high school—and riding the momentum of Compton underground tapes and a debut album— the rappers’ stage was set for party anthem “Didn’t Mean to Turn You On,” on Above the Rim. “We weren’t even looking at trying to make it [in the industry]. We just wanted to represent Compton, who we were, and make a voice for ourselves,” KK says. “Nobody believed in the west coast… But once N.W.A. went platinum, and Eazy-E went platinum, all the major labels were trying to sign somebody from the west coast.”

KK from 2nd II None on how they came to be part of Above the Rim: The Soundtrack: Jimmy Iovine asked if we had any songs. This was 1992. They were recruiting 2nd II None to try to get us on Death Row, but that wasn’t happening because we were already signed to Profile. But we did do a side single business deal with Jimmy Iovine and Suge to be a part of the Above the Rim soundtrack because they liked two songs that we had on our project already [their unreleased 1994 album, The Shit]. We shot the music video in Compton on Spruce Street and Rosecrans. The second day was on Wilshire [at Ambassador Hotel] where Robert F. Kennedy got shot [in the 1960s].  

Before Tony Green became Dr. Dre’s bass player, he performed with the Dramatics for two decades. Most under the age of 40 know the Detroit funk and soul group for their work singing the timeless chorus on Snoop’s “Doggy Dogg World.” But Green tells SPIN that he’s responsible for bringing the Dramatics, as well as George Clinton, to Death Row, uniting funk and G-funk, old school with new. Green produced two songs on Above the Rim: The Soundtrack, including one track on the cassette version. He says, as the years go by and people have digested some of the more popular tracks, fans are finding his gems too. 

Tony Green on producing Lord G’s thunderous “Mi Monie Rite” for Above the Rim: I let Lord G hear the track. He’s one of those real good freestylers. He heard the beat and was like, “I gotta keep my motherfuckin’ money right”’ And I’m like, “Damn, that’s dope.” Tha Dogg Pound really liked the song and talked Suge into letting me have it on there. It’s crazy for me to be able to have two songs on the soundtrack. 

Green also introduced Brooklyn-born singer Nanci Fletcher to Dre, and Fletcher became a go-to Death Row singer, including adding the hook for “Keep Their Heads Ringin.’” On Above the Rim, she sings background on “Big Pimpin’,” a Daz-produced G-funk classic featuring Daz, Snoop, Nate, and the late Big Pimpin’ DeLemond, who graced many west coast tracks with his musings of the pimp-philosophical (“I have pimped my pen, on cold Michigan nights.”) 

Lil Pimpin,’ Big Pimpin’s son, on his father’s legacy: We moved from Flint, Michigan around the time Magic Johnson won the championship [in the 1980s] to California. He [Big Pimpin’] had been trying to get into the music industry. He was an artist who did calligraphy and poetry—hundreds and hundreds of poems. From what I understand, he was in the Santa Monica Promenade area and recited a poem [to] Dr. Dre, and from that day, Dre moved him into a condo on Wilshire when they started putting those albums together. There was no looking back. Above the Rim was his breakout role. 

Nanci Fletcher on singing with Death Row, including on Above the Rim: When you’re with Dre, everybody wanted to work with you. When you’re in that group, you do stuff for each other. 

“G funk is here to Stay”

As it turns out, the momentum from Above the Rim ended up working out quite well for Warren G, a self-described “outlaw.” “That’s why the soundtrack sold [two] million. Because of ‘Regulate,’” Warren says, reflecting back on it all. By the time Regulate: The G Funk Era was released a few months later in June 1994, he already had a hit single on his hands. Russell Simmons and Lyor Cohen simply repackaged the song, Warren explains, and they all rode the wave. This is also how Warren introduced his own disciples like the Twinz, the Dove Shack, and Jah Skillz to the world. Warren wrapped up by reminiscing on the creation of the unforgettable “Regulate” music video, which currently has 357 million views on YouTube.

Warren G: I came fresh out of jail straight to the video shoot. I can’t remember the exact city it was, but it was in East L.A. The video was dope. There was a lot of activity up there. But we was all family. Suge was there. Dre came through. Snoop. Everybody came through and supported. So it was all good.

Warren G on the lasting legacy of G-Funk, which he pioneered with “Regulate” on Above the Rim: It’s a good vibe. That’s what it was known for, and that was my purpose of doing G-Funk like that: Good feelings, happy times. People still want that. It ain’t gon never stop. Instead of doing hardcore gangsta shit, I did it in a smooth, good vibe way. And that’s what set it off.