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In celebration of “Tha Carter III” 5th anniversary, XXL sat down with some of the album’s producers to talk about the creative process behind one of hip-hop’s greatest creations. According to Infamous, Wayne recorded about 300 songs for C3, some of which were leaked, some of which made the album and some of which were […]

In celebration of “Tha Carter III” 5th anniversary, XXL sat down with some of the album’s producers to talk about the creative process behind one of hip-hop’s greatest creations. According to Infamous, Wayne recorded about 300 songs for C3, some of which were leaked, some of which made the album and some of which were never even released. Legendary. Read what the producers said below.

3 Peat

Maestro, producer of “3 Peat”: “I always make beats with someone in mind, and at the time it just so happened that I had a good relationship with Mack Maine, so everything I was making at the time was with Wayne in mind. I was in Lil Wayne mode. [Laughs] Prior to that, I’d produced ‘Prostitute,’ and I ended up in Miami and saw him perform it live, and I just wanted to match the energy of that song. So we worked on a few tracks, and as records we’d done started to leak, I felt as though my chances of making the album were slim. ’3 Peat’ was kind of a last-ditch effort to make a beat that would stick. When I sat down to make the beat for it, it was at a time when big orchestration was really winning, so I wanted to craft something that could carry the emotion of a powerful record. I wanted to create something memorable and really tell a story. I wanted it to be dramatic and powerful, but to me, it’s really about climax; not just a loop or something you can rap over but something that evokes emotion from the artist. The first time I heard it, I was actually mixing a Curren$y record, and I think the engineer was like, ‘Hey Maestro, listen to what I’m about to start mixing next,’ and he played ’3 Peat.’ I was like, ‘Whooooooa, what is this?’ I was blown away, because the type of stuff we had done prior to that was just a totally different type of energy. Admittedly, I didn’t want it to be an intro. But you know, it just so happened that it was a really good intro.”

Mr. Carter Feat. Jay-Z Infamous, co-producer of “Mr. Carter”: ”I started working with Wayne at the Hit Factory [a recording studio in Miami]. In our time working together, I did like 13 songs that leaked that were supposed to be on Tha Carter III. Before the album was done, I think he had to pick like 15 or 18 records out of 300 songs. It was a crazy amount of work. The stuff that leaked on the Internet was just a fraction of the amount of work the dude did. I totally learned what a work ethic in the music industry was from Wayne because that dude was in the studio every day, all day. He was just always recording. There were so many different track listings and directions. I’d hear rumors that a song that eventually ended up on the deluxe edition was going to be the lead single instead of ‘Lollipop.’ Every day it was a new track listing. You’d walk into the studio and all of the sudden you’d hear, ‘None of that shit we were talking about yesterday is happening; he just recorded a whole new album last night. I remember Drew [Correa, co-producer of ‘Mr. Carter’] came to me with some wacky story of this dream he had where he heard, ‘Hey, Mr. Carter…’ He came up with the hook and the concept, but I walked him through like what chords to play and stuff like that. He put the pianos and the drums down as well as some of the strings, then he sent me the record to put bass on it. Then I added some transitions and sent back to him, and he cut the vocals for the hook that night. He hit me up the next day and was like, ‘Dude, it’s done.’ Then we played it for Wayne, and it was just one of those perfect timing situations, you know? He did the intro and gave us a shout out, and we spent the night at the studio watching him record it. Then it came down to the line to get it on Tha Cater III, and I was super nervous about getting Jay on it too. They were always like, ‘We’re gonna get Jay on the song,’ and I’d always heard the song with an empty second verse because I knew they wanted Jay. But I was super stressed. I had no connect to Jay-Z at the time, but an old friend of mine, Stretch Armstrong, was on tour with him and I was calling him to be like, ‘Dude you wouldn’t happen to hear if Jay was gonna stop by the studio tonight would you?’ Random shit. You know, just trying to find out. But yeah, once I heard it, it totally changed my life. My first big album placement had Lil Wayne and Jay-Z on it.”

A Milli

Bangladesh, producer of “A Milli”: “Me and Wayne met through a mutual friend, who was signed to Cash Money. When I made the beat for ‘A Milli,’ I was just creating. I heard [the final version] once the business was getting done. I thought it was like a mixtape song, and I think he felt the same way. Like, not having a hook and not being structured in the typical radio structure, that was what stuck out to me. I didn’t really like the song…but I felt like that song waship-hop. The essence of hip-hop. If you a hip-hop fan, you’ll know what I’m talking about. Like, where it comes from. It was just him rapping, and the beat was like four or five sounds, and it was really open. That’s hip-hop. 808s and bars.”

Got Money Feat. T-Pain

Play [of Play-N-Skillz], co-producer of “Got Money”: “We started making ‘Got Money’ in New York City, about six or eight months prior to Tha Carter III. It didn’t have the hook or even a demo idea, but we were working on it, and that night one of the assistant engineers at the studio actually disconnected all the power in the studio, so the track got lost. This was back in the day when we were tracking beats with an MPC and a keyboard; it wasn’t on a laptop or on Logic or some other software. So there was no getting it back unless we actually remade the track. The next day, we went into the studio, and the melody was so monstrous that Skillz was actually able to replay it, and we remade the track pretty quick. It came back pretty much the same, we just fattened up the drums and did some EQ’ing things. So, shortly after that I was working on Pitbull’s album, and I actually went and put a demo hook on the record—which is slightly different from what T-Pain ended up singing on it—and Pit went crazy for the song. He wanted it for his album, and he passed it to T-Pain, who did the hook which ended up being the ‘Got Money’ hook, but Pit was having label trouble, and they wouldn’t clear T-Pain. So, I guess the record just kinda floated around, and months later, we got a call from T-Pain’s manager saying that Wayne had recorded on it and that it was going to be on Tha Carter III. By then, I’d pitched it to Plies, Fat Joe… Nore actually loved the record, but he caught it on the tail end. So when I got the call about Wayne, I actually had to call Nore and be like, ‘Wayne’s using the song, sorry man.’ Going all the way back to when we lost the track, I honestly believe it was fate that it ended up on Tha Carter III.”

Mrs. Officer Feat. Bobby V & Kidd Kidd

Bobby Valentino, featured artist on “Mrs. Officer”: “Wayne loves music. That’s our common interest. When he was working on Tha Carter III, he hit me and was like, ‘Yo, I’m in the A and I’m recording. Come through.’ And we already had that vibe, so I went by the studio.”

Deezle, producer of “Mrs. Officer”: “‘Mrs. Officer’ really came together in like 45 minutes. Bobby V came by and wanted to do a song, so Wayne stepped over to me and was like, ‘Deez, I need something for me and Bobby, you got something?’ I was like, ‘No, I don’t have anything, but I can make something.’ [Laughs] So I picked up the studio guitar and the studio bass and made that beat.”

Bobby Valentino: “I heard the beat and was like, ‘Can I get in the booth and put something on there?’ So I went in and kind of came up with the siren sound. I came up with that whole thing, and Wayne was like, ‘That’s dope. Keep playing with it.’”

Kidd Kidd, featured artist on “Mrs. Officer”: “Bobby is a really talented dude. Once he laid the hook, it wasn’t nothing. Once you have the hook, it’s nothing for the words to come, you know? But yeah, we wanted to talk about lady cops because, you know, everybody hates getting pulled over. There’s no question about that. But you know, there’s always that sexy ass lady cop, and you just be like, ‘Gracious! If you wasn’t taking me to jail, I’d get your number.’ 2 Chainz was actually supposed to be on the song. He was supposed to have my verse. This was when he was Tity Boi. But I guess I just did my verse and everything worked out.”

Deezle: “It was a No. 1 single 45 minutes later.”

Read the rest on XXL to see what other collaborators from “Tha Carter III” had to say.

What was your favorite track from “Tha Carter III”?