Classic Albums: 'All Eyez On Me' by 2Pac

Classic Albums: 'All Eyez On Me' by 2Pac

Published Sat, February 13, 2021 at 12:28 PM EST

Even the most casual rap fan knows the story:

In late 1995, Death Row Records CEO Suge Knight bailed embattled rapper Tupac Shakur out of prison. Shakur, who'd been serving time at Clinton Correctional Facility in upstate New York after he'd been convicted of sexual abuse in late 1994, was immediately signed to Death Row and set to work on his first album for the high-profile record label. 

Embittered by his conviction, the November 1994 shooting that almost killed him, and feeling betrayed by former associates in the music business and beyond, 2Pac unleashed a torrent of songs during marathon recording sessions for the album. In February of 1996, he released his fourth album, a double LP called All Eyez On Me, that announced him as Death Row's newest star and Hip-Hop's most notorious anti-hero. 

With the world's scrutiny appropriately fixed on him, 2Pac delivered his most infamous work.

The album opens with "Ambitionz Az A Ridah," one of the best album openers in Hip-Hop history, the song sounds like his middle finger. Coming on the heels of the "pensive, introspective" Tupac Shakur that had seemingly emerged circa Me Against The World, this was a sharp left turn to some listeners. But it was an announcement that Pac was back and, for his enemies, worse than before.

The Nate Dogg-assisted "All About U" feels like a 2Pac-is-on-Death-Row G-Funk pronouncement. "Scandalouz" has a similar feel, with the slow-rolling production finding Pac firmly in his element with the slickness of his newfound digs at Death Row. But "Got My Mind Made Up" is a different beast entirely; Redman and Method Man were always down to work with anybody who was dope. At the height of so-called East/West friction, this was a cross-regional collab that never sounds forced. Proof that Wu always collaborated with people outside of that hardcore East Coast "purist" world. And evidence that the results were usually impressive; including this song's famously scrapped Inspectah Deck verse.

"How Do U Want It" would become one of Pac's most successful singles. Paired as a double-A side with "California Love," the songs would top the charts in early 1996. Tapping Jodeci's lead singers K-Ci and Jo-Jo just before that group's dissolution and their subsequent solo success, producer Johnny J gives Pac one of his slickest tracks. And the video would also become one of Pac's most infamous. Well, depending on which version you happen to be discussing at any given moment.

The explicit version of the video featured famed adult actresses like Nina Harley, Heather Hunter and Angel Kelly. “He contacted me and he wanted me to be in his video,” Hunter would recall years later. “He inspired me to come back to LA."

"He (Tupac) was so smart and insightful," said Nina Hartley in 2012. "Creative and a natural leader. The set was a bit of a mess one day and he came onto it and within five minutes had figured out what was wrong, what needed to be done, and had done it. Fucking impressive." Kelly and Hartley both claimed to have engaged in a threesome on the set. "He's talking to Nina and her boyfriend, and of course Nina brought all of her whips and her little handcuffs and all of that kind of stuff.  Dominatrix stuff.  He was enthralled with all of that," Kelly said in 2010.

Amidst claims of sexual acts between the rapper and some of the stars, including herself, Hartley gushed about working with Pac. “Tupac had what it took to be a porn stud, no problem!”

For Hunter, she said they remained friends until his death.

“It was everything," Hunter said of their friendship. "He was a really close and dear person to me. Just like anybody I hold close and dear, I respect him. I think three or four months later, he passed away.”

"All Eyez On Me" is without a doubt the slickest album 2Pac ever made; and the singles from the album gave him the kind of monster radio hits he'd only seen sporadically earlier in his career.

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More Death Row chest-thumping carries the infamy of "2 Of Amerika's Most Wanted." Pac teams up with fellow embattled superstar Snoop Doggy Dogg to offer a musical "Fuck you" to their critics. In 1996, fans had to buy "2 of Amerika's Most Wanted" to get the scathing diss track "Hit 'Em Up" on the B-side.

The skeletal "No More Pain" is both an example of Pac at his most lyrical and his most malevolent. While it doesn't sound like he's posturing, it's not even evil, it's just very raw. Production is credited to DeVante Swing, but Timbaland (Swing's protege at the time) fans have indicated that he was actually the one responsible for those distinctive drums.

"That style came from me," Tim said in a 1998 interview. "That's my style. He put that style on Tupac's double CD too." In 2011, Timbaland tweeted, "'No more pain' all eyez on me - 2pac when the world got a taste of my vicious drum patterns back then."

Another superproducer from outside of the Death Row fold, DJ Quik's work on "Heartz Of Men" is also a highlight of the album. "When I first did that track, I bought a little house in San Bernadino County," Quik told Complex in 2012. "Just to get away from L.A., the spot was too hot. I moved away so I could write because my spot was getting blown up in L.A., Compton."

"I shook out there, built a little studio. Started making beats in there. That was one of the beats that would have been on [the 1995 Quik album] Safe + Sound, but Safe + Sound was already pretty much done, so it was kind of [a] hangover beat, just sitting there. I offered it to 2nd II None, because I knew it was hot."


Songs like "Life Goes On" and the Rappin-4-Tay-assisted "Only God Can Judge Me" would become standards amongst Pac fans; featuring his mournful and spiteful sides, respectively, in equal measure.  "Only God..." in particular, is one of Pac's quintessential anthems, a statement of defiance in the face of the ever-intensifying criticisms that had swirled around him since the beginning of his career. Produced by Doug Rasheed and Harold "Scrap" Freddie, it's also an indicator of Pac's willingness to work with producers outside the normal fold. That approach foreshadows his approach on Don Killuminati: The 7-Day Theory, released just months after All Eyez...


"Tradin' War Stories" features C-Bo, CPO, Outlawz, The Storm, as Pac leans into his Bay-ness. The Death Row association would lead to a lot of people casually associate him with L.A., but it should never be forgotten that Shakur was from Marin County. When he moved to the West Coast as a kid, he moved to Marin County. He always felt like he claimed The Bay, and vice versa. 

The "California Love" remix brings back Dr. Dre and Roger Troutman for a more unapologetically G-Funk take then the original version of the popular single.

"I Ain't Mad Atcha" features Danny Boy and was another of the album's successful singles In the famous video, Shakur is shot and goes to heaven where he connects with other deceased legends. Released just weeks after his murder in February 1996, the song and video did a lot to contribute to the mythologizing that would come to define 2Pac postmortem.


Produced by Johnny J, "What's Ya Phone #?" features another stellar Prince sample and some of Pac's most accomplish lyricism. It's 2Pac once again in full horndog mode, but sounds more playful and inspired than the come-ons of "How Do You Want It."

The trifecta of "Can't C Me," "Shorty Wanna Be A Thug," and "Holla At Me" kick off the second disc of the album, before Pac launches into the notorious "Wonda Why They Call U Bytch." A song that evokes constant discussion about misogyny in 90s rap,it features Pac at his most finger-wagging, wallowing in the classic sexual double standard as he chastises women for promiscuity and responds to the criticisms of civil rights activist C. Delores Tucker.

Dear Ms. Deloris Tucker, keep stressin' me. Fuckin' with a muthafucka's mind. I figured you wanted to know, you know... why we call them hos 'bitches.' And maybe this might help you understand..."

- "Wonda Why They Call U Bitch"

In case anyone didn't realize it, 2Pac didn't give a fuck anymore. And Death Row was steadily pouring gas on his increasingly-confrontational id: from the hyper-budgeted music video for his Dr. Dre-featuring hit single "California Love" to the famous MTV footage of Pac, Dre and Suge Knight's mean-spirited taunting of their rivals at Bad Boy Records.

2Pac's joining with Death Row and its image and reputation seemed to fuel his most antagonist tendencies. All Eyez On Me is full of Pac at his most venomous, targeting everyone from activists to fellow artists to his accuser. He was enraged and wounded, at his most controversial—and he seemed to revel in wearing the black hat.

And most famously, he'd blamed the Notorious B.I.G. and Sean "Puffy" Combs after he was shot in at Quad Studios in New York City back in November 1994. His rage is a constant through "All Eyez..."

"When We Ride" begins a stretch of All Eyez On Me that could be considered the double album's heart and soul. With all of the clear commercial aspirations on most of All Eyez..., the album's last stretch is Pac at his most undiluted and his affection for the Bay shines through the Death Row sheen. There's infinitely less "radio music" on the back end of All Eyez On Me. Of course, "Thug Passion", which features Death Row mainstay Jewell and the increasingly-omnipresent Outlawz, is the exception that proves the rule. But "Picture Me Rollin'" is one of Pac's greatest anthems, another defiant track aimed at anyone who has issue with him. Co-anchored by the inimitable voice of Big Syke, the song is a perfect representative of Death Row 2Pac: the less-venomous cousin to "Ambitionz As A Ridah." 


But even as he'd made his allegiances with Knight and Death Row, Pac welcomed the opportunity to shine a high profile spotlight on those around him. His work with producer Johnny J on hits like "How Do You Want It" raised the talented Angeleno's profile considerably; and Pac's chosen guest stars throughout All Eyez... were often his compadres from the Bay Area, from Rappin-4-Tay to C-Bo. And, accordingly, "Rather Be Ya N____" features Oakland legend Richie Rich.

"Everywhere I go..and every episode I've been through, I always felt like I was sharing it..both the good times and the bad times, with the Bay Area," Pac told Davey D in 1996. "I felt like whatever I am the Bay Area had something to do with making me."


The title track is an almost bizarrely underappreciated gem in 2Pac's canon, one of his most assured performances as a rapper and a standout moment on an album with no shortage of star wattage and star-making moments.

The album has a wobbly closing run that includes the formulaic "Run The Streetz" with Michel'le before launching into the Bay Area posse cut "Ain't Hard 2 Find" with C-Bo, B-Legit and E-40. Things confusingly close with the decidedly optimistic "Heaven Ain't Hard 2 Find." On an album overflowing with contempt, it's a strangely warm and sentimental tone on which to end things. But it's one of the album's more under-discussed high points.

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The impact of All Eyez On Me would be seismic. It's one of the best-selling albums of all-time, the 2Pac album that launched him into the upper echelons of popular culture and cemented his stature as arguably Hip-Hop's most iconic figure of the 1990s. It spawned countless imitators; as major Hip-Hop stars from Wu-Tang Clan to Pac's primary rival The Notorious B.I.G. would make double albums rap's gaudiest musical status symbol.

The album's effortless balance of slick radio appeal, brash gangsta-ism and loverman club songs would become a go-to formula for many a blockbuster that followed, from Vol. 2...Hard Knock Life to Get Rich Or Die Tryin,' and the big budget excesses of the "California Love" video would be echoed across mainstream Hip-Hop for years: with seemingly everyone rushing to see who could drop the most eye-poppingly elaborate music videos.

In terms of the impact the album seemed to have on Tupac Shakur as an artist and as a man, it's hard not to view it as a troubled creative succumbing to his most self-destructive tendencies. It echoes the tragedy of Shakur's life, as the album's hatefulness and brashness seemed to point towards doom. Perhaps that's just the 20/20 vision of hindsight; but Tupac Shakur seemed resigned to the fact that he'd tried to do it their way; and it just was not true to his nature. For all of its slickness and posturing, All Eyez On Me is still just Pac being Pac, perhaps in the most regrettable way.

His interview with Davey D from that year made it clear that he wasn't interested in reinventing himself. Not anymore.

"What I learned in jail is that I can't change," Pac said. "I can't live a different lifestyle..this is it. This is the life that they gave and this is the life that I made. You know how they say 'you made your bed now lay in it? I tried to move... can't move into some other bed. This is it. Not for the courts. Not for the parole board. Not for nobody."

"All I'm trying to do is survive and make good out of the dirty, nasty, unbelievable lifestyle that they gave me."

"I'm just trying to make something good out of that. It's like if you try and plant something in the concrete...if it grows and the rose pedals got all kind of scratches and marks, your not gonna say 'Damn look at all the scratches on the rose that grew from the concrete'. Your gonna say..Damn! A rose grew from the concrete? Well that's the same thing with me.. Folks should be sayin' 'Damn! he grew out of all that?' That's what they should see."

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