2pac – All Eyez On Me (February 13, 1996)

1995 was an interesting year for 2pac. He released his third album, Me Against The World, in March of ‘95, and not only would it go on to reach double platinum status, but it would also become a critical darling with many critics and fans proclaiming it Pac’s finest hour and one of the greatest hip-hop albums of all-time. Simultaneously, Pac was serving a 9-month prison sentence, and even with the success of his album, he was broke; and to add insult to injury, his dear momma was in jeopardy of losing her home as well. Legend has it that Pac had his wife (Keisha Morris) reach out to the notorious Death Row Records founder and CEO, Suge Knight for help. Knight would oblige by gifting 2pac’s mother 15k and posting Pac’s 1.4-million-dollar bond that would get Pac out from behind bars, but lock the Oakland bred rapper into a three-album deal with Death Row Records. Pac would knock out two of the three albums with his 1996 double album release, All Eyez On Me.

All Eyez On Me would be the first double album released by a rapper and would start a trend that many of your favorite emcees would soon follow. Pac would call on a plethora of producers to sculpt the sonics for All Eyez On Me, including Dr. Dre, Daz, DJ Quik, Bobcat, DJ Pooh, Devante Swing and QDIII, but it would be the relatively unknown, Johnny J (rip) who would manage most of the production load, producing eleven of the albums twenty-seven tracks. Like anything else released on Death Row Records during the mid-nineties, All Eyez On Me would be a commercial success, selling more than 500,000 units during its first week released, and by 2014 it would reach diamond status (diamond is ten million copies sold, which technically means five million copies were sold, as each disc in a double album counts as a separate unit for certification). All Eyez On Me was also a critical darling with many proclaiming it one the greatest hip-hop albums of all-time.

Making a 27-track double album is an ambitious feat, even for a rapper of 2pac’s caliber. Let’s revisit All Eyez On Me and see how it’s held up over the years.

Book 1:

Ambitionz Az A RidahAll Eyez On Me begins with hard stripped-down drums and a few devious sounding keyboard chords (courtesty of Daz), and Pac quickly finds the beat’s pocket and ambitiously (see what I did there?) rides the muthafucka in true Pac thug fashion. Side note: There’s an unreleased version of this song called “Ambitionz Az A Fighta (Mike Tyson Mix)” that Pac rhymes about Iron Mike’s quest to regain his title after losing it to Buster Douglas and serving a three-year prison sentence for a rape conviction. It’s readily available on the internet, and it’s actually pretty dope.

All Bout U – Johnny J builds this backdrop around a loop from Cameo’s “Candy” and puts some G-funk swag on it. Pac makes this a family affair, as he’s joined by Dru Down on the intro, while his Outlawz bredrin, Hussein Fatal and Yaki Kadafi (rest in peace to both) spit forgettable misogynistic verses next to Pac’s mediocre output. Thankfully, Nate Dogg (yet another rip) blesses the track with his smooth vocal stylings on the hook, and Snoop’s closing commentary was pretty amusing.

Skandalouz – Pac addresses some of the scandalous, excuse me, skandalouz women that he’s encountered over Daz’ laidback synth groove. For the second consecutive track, Nate Dogg lends his smooth vocals to the hook, completing this dope West Coast bop.

Got My Mind Made Up – Pac is joined by Daz (who also gets the production credit for this song), Kurupt, Method Man (continuing the impressive cameo run he was on in the mid-nineties) and Redman for this cipher session. Daz kicks things off and sounds half-asleep during his verse (I can’t make out half of what he’s saying), while Pac, Kurupt and Red all spit solid verses. But it’s Method Man who cuts the head off Daz’ banger and walks away victorious. This was and will always be a hard record. Side note: Rumor has it that this song was originally a Dogg Pound record featuring Lady of Rage, RBX and Inspectah Deck (which would explain why you hear “INS The Rebel” scratched in at the end of the song), but all three guests’ verses were removed, and Meth and Red’s added after Daz gave the track to Pac. I would love to hear what the O.G. version sounded like.

How Do U Want It – This was the third single released from All Eyez On Me. Johnny J builds this sexy groove around a funky guitar loop, while half of Jodeci (K-Ci and JoJo) sprinkle the hook with their distinct vocals and crooning. Pac matches the sexy backdrop with lusty bars aimed at the ladies (well, at least for the first verse and a half; the second half of the song is all over the place): “Tell me is it cool to fuck? Did you think I come to talk? Am I a fool or what? Positions on the floor, it’s like erotic, ironic, ’cause I’m somewhat psychotic, I’m hittin’ switches on bitches like I been fixed with hydraulics”. Truth be told, I used to hate this song back in ‘96, but over the years I’ve learned to appreciate it, as it’s aged well. Side note: The B-side of this single was the infamous dis record, “Hit ‘Em Up” that would put the east coast/west coast feud into full motion.

2 Of Amerikaz Most Wanted – I believe this was the second single released from the album. Daz creates the perfect atmosphere for a gangsta party, as Pac and Snoop, who had both experienced legal woes, boast, brag and swag about their notoriousness.

No More Pain – Devante Swing hooks up an average at best backdrop (leaving Mr. Dalvin as the sole member of Jodeci that did not contribute to All Eyez On Me) that Pac tries to rap life into, but unfortunately, he can’t revive it. I completely forgot this song existed, and now I remember why.

Heartz Of Men – DJ Quik gets his sole production credit of the night with this one (although he is credited with mixing a large chunk of the album), as he slides a rejuvenated 2pac a slick banger that he uses to spew his thugged-out raps over. The trumpet loop Quik uses in this song is absolutely bananas. This record might sound better today than it did 25 years ago, and I happen to love the song title.

Life Goes On – Our host uses this somber backdrop to pay respect to his dead homies, and during the song’s final verse, he morbidly shares his personal wishes when he passes: “Bury me smiling, with g’s in my pocket, have a party at my funeral, let every rapper rock it, let the hoes that I used to know, from befo, kiss me from my head to my toe, give me a pad and pen, so I can write about my life a sin, a couple bottles of gin, in case I don’t get in.” I’ve always loved this song, but hindsight of Pac’s early demise makes it hit home even harder.

Only God Can Judge Me – In my opinion, Pac was at his best when he was in introspective-slightly-paranoid-death-obsessed-self-loathing mode, and he gives us all that energy on this one: “I hear the doctor standin’ over me screamin’ I can make it, got a body full of bullet holes, layin’ here naked, still I can’t breathe, something’s evil in my IV, cause every time I breathe, I think they killin’ me, I’m having nightmares, homicidal fantasies, I wake up stranglin’, tangled in my bed sheets, I call the nurse, ’cause it hurts to reminisce, how did it come to this? I wish they didn’t miss.” Speaking of self-loathing, Pac takes it to the next level when he ends the song saying, “My only fear of death is comin’ back to this bitch reincarnated” (sentiments he also rhymes on “No More Pain”). Doug Rasheed recycles the drums from “Top Billin’” and places whiny-synthesized chords over it, along with a talk box vocal that recites the song title on the hook, and it all sounds great underneath our host’s callous bars. The Bay Area rapper, Rappin’ 4-Tay drops in at the end of the song and gets off a quick verse, and though I’ve never been a huge fan of his music (although I can’t say I’ve heard enough of his music to have much of an opinion), he sounds nice tiptoeing over the dope backdrop. This is easily one of my favorite songs on All Eyez On Me.

Tradin War Stories – Pac invites his Outlawz/Dramacydal cronies (Kastro, E.D.I. Mean, C-Bo, Napoleon and Storm) to join him on this one, as they take turns sharing thugged-out street tales over an emotional soundscape, credited to Mike Mosely and Rick Rock (not to be confused with Rick Ross). I like the instrumental, but this would have worked out better as a duet between Pac and Storm.

California Love (Rmx) – This was the lead single from All Eyez On Me that would soon become a timeless West Coast anthem. Dr. Dre (who also gets the production credit) and Roger Troutman (rip) drop by to help their “fresh out on bail” associate “serenade the street of L.A.” and celebrate the rest of the golden state. The original version of this song was built around an ill Joe Cocker piano loop (that Dre also produced), but this remix has a more traditional g-funk feel that I personal enjoy more than the original.

I Ain’t Mad At Cha – Daz gets his final production credit of the night, as he builds this melancholic instrumental around an interpolation of a portion of Debarge’s “A Dream”. The music moves Pac to reminisce about a reformed homie who found God and love, an old girlfriend who held him down while he was behind bars, and on the final verse he addresses all his traders and haters (He also becomes the only rapper to ever use “convalescent” in a rhyme. Well done, Pac). Danny Boy makes his first appearance of the evening, dropping by to add adlibs and sing the hook. This was and still is a dope record.

What’z Ya Phone # – Pac’s in full-blown heat looking to give some willing young lady a dosage of his thug passion on this one. Johnny J loops up The Time’s “777-9311” to create the funky and sexy backdrop that suits Pac’s raunchy rhymes, perfectly, while Danny Boy makes his second consecutive cameo singing the hook. The song ends with a nearly three-minute phone exchange between Pac and a random PYT that gets pretty dirty. Did I enjoy the exchange? Does a bear shit in the woods and wipe his ass with a rabbit?

Book 2:

Can’t C Me – Pac kicks off “Book 2” of All Eyez On Me with a bang and a banger. Dr. Dr gets his second and final production credit of the evening, as he, for at least the fourth time in his career, loops up Funkadelic’s “(Not Just) Knee Deep” (see “Fuck Wit Dre Day”, and the “G-Funk Intro” and “Who Am I (What’s My Name)?” on Doggystyle), and somehow some way, he makes it sound amazing (I absolutely love the well-placed tuba chords laced throughout the song). Speaking of Funkadelic, George Clinton makes a cameo, adding some colorful adlibs and spoken word to the track, while a lively 2pac talks his shit and thugs his way through the record, and sounds convincing in the process. This was a brilliant way to start the second half of All Eyez On Me.

Shorty Wanna Be A Thug – Pac spins a street tale about a young shorty’s maturation from snot nose kid to full blown thug (although he should hardly be called a shorty, since Pac claims the kid stands at 6’10 inches). Pac doesn’t cover any new territory with this one, and his rhymes weren’t mapped out well (he starts the first verse off saying the kid’s a “middle class nigga” and by the second verse the same kid grew up with no mom or dad. Details matter, man), but it still makes for a decent listen, I guess.

Holla At Me – This song finds Pac heated and seeking vengeance on those he felt betrayed him. The final verse is clearly referencing Ayanna Jackson (the woman who accused Pac of rape that he would eventually be convicted of and serve time for), but the first two verses could be aimed at a plethora of people (Biggie, Haitian Jack, Stretch…). The unsung legend, Bobcat, gets his sole production credit of the evening with this one, and he crafts a decent fast-paced dimly lit canvas for Pac to paint on, while Nanci Fletcher swings by to sing threats to Pac’s adversaries on the hook.

Wonda Why They Call U Bytch – Pac gives a few lame examples to explain and attempt to justify why he calls certain women bitches. The content is juvenile and Johnny J’s backdrop is boring. That’s all I got.

When We Ride – This instrumental sounds too serious to be a DJ Pooh production, but it is. Pac is joined by his Outlaw Immortalz crew: Hussein Fatal, Kastro, Napoleon, Mussolini, E.D.I., Kadafi and Khomeini, as all nine of them get off a verse, making this one lengthy cipher session. Unfortunately, other than Pac, none of them sound impressive on the mic, but the true star of this one is Pooh’s instrumental.

Thug Passion – Pac is joined by Kastro, Napoleon, E.D.I. Mean, Kadafi and Storm on this ode to a mixed drink (part Alize, part Cristal) that Pac guarantees will “get the pussy wet and the dick hard”. Johnny J interpolates portions of Zapp’s “Computer Love” for the instrumental, as DJ Quik, appropriately, adds Roger Troutman like talk box vocals to the track, and the unheralded, Jewell stops by to sing the hook. This makes for tolerable filler material that wouldn’t be missed if it didn’t exist.

Picture Me Rollin’ – This instrumental reminds me a lot of the instrumental for Me Against The World’s “Death Around The Corner”, which Johnny J also produced. I wasn’t crazy about Pac’s, Syke’s or CPO’s rhymes, and Danny Boy’s singing wasn’t pleasing to the ear, either. At least the music was enjoyable.

Check Out Time – Pac, Kurupt and Syke use this one to recall the previous night’s antics in their hotel rooms, which involved a whole lot of drinking and next level sexcapades (things got so wild that Pac claims a few of the chicks tried to rape him and his boys). Johnny J borrows a dope Minnie Riperton loop for the instrumental (the same loop A Tribe Called Quest used in ’91 for their classic record, “Check The Rhime” (Tribe Degrees of Separation: check)) that creates soothing backing music for the threesome’s raunchy rhymes. Very decent album cut that sounds better with each listen.

Ratha Be Ya Nigga – Richie Rich drops by and makes his first of two cameos of the night, as he and Pac take turns trying to convince the objects of their erections to give them a shot. The first line of the song is Pac saying, “Your fuckin’ with niggas that’s insecure”, which for some reason sounds super ill to me and amazingly vulnerable, especially coming from the lips of a rapper. Doug Rasheed creates a chill mood with his slick instrumental, built around elements of Bootsy Collins’ “I’d Rather Be With You”, while a couple of young ladies (the liner notes credit Puff Johnson (rip) and Ebony) sprinkle their smooth vocals over the hook. I’m not sure if Pac and Richie’s targets took the bait, but it sure made for an entertaining listen. 

All Eyez On Me – The album’s title track features a smooth loop backed by a bouncy bass line (courtesy of Johnny J) that finds Pac mixing paranoid bars with floss and shit talk like a bartender does drinks. For some reason, Pac lets Big Syke get off a verse, which was completely unwarranted and underwhelming. Placing the album’s title song this deep into the track sequencing was kind of strange, but the song still sounds solid.

Run Tha Streetz – Pac tries to convince his lady that allowing him to run the streets with his homies will only enhance their love life, or as he so eloquently puts it: “A nigga who hang out more will come home and love you better”. Storm and Mutah also chime in on the topic with verses sandwiched in between Pac’s. Johnny J interpolates a portion of Guy’s classic “Piece Of My Love” for the instrumental, putting a little g-funk twist on it, while Michel’le reinterprets and sings the hook from the same song. Random thought: I wonder if Jay Leno knows Pac gave him a shoutout on this record.

Ain’t Hard 2 Find – The Bay area is in full effect on this posse joint: E-40, B-Legit, C-Bo and Richie Rich all stop by to help Pac talk big shit to their foes and haters over a serious sounding Mike Mosley/Rick Rock concoction that’s dripping with west coast vibes. This was pretty dope.

Heaven Ain’t Hard 2 Find – No, this is not a remix of the previous song. Pac closes out All Eyez On Me with a breezy west coast bop (courtesy of QDIII, who on the low, had quite an impressive production run in the nineties) that he uses to spit one long pick-up line, over the course of three verses (Am I the only one that finds it amusing the way Pac uses the word “activate” in songs?), while Danny Boy’s voice borders on annoying, as he moans and whines on the hook. This is a decent record, but an underwhelming way to close out the album.

All Eyez On Me starts off strong with some pretty amazing production work, and Pac sounds enthusiastic and convincing spewing his thugged-out bars over the potent instrumentals. But by the time “Book Two” rolls around, the production starts to wane, the tracks become weighed down by an overabundance of mediocre cameos, and Pac’s thuggery and shenanigans start to sound redundant, leaving me yearning for more of the “death-paranoid-introspective-conscious” side of Pac, who is almost completely absent from All Eyez On Me. But even with “Book Two” being inferior to “Book One”, it’s still decent, and All Eyez On Me as a whole is a solid album that would have worked better as a fourteen or fifteen track single album.


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9 Responses to 2pac – All Eyez On Me (February 13, 1996)

  1. Daniel Blake says:

    As you say, everyone has released a double album now but it is undeniable the excitement we all felt when this was released. A double CD from Pac on Death Row really was something back in the day! Great review! in many ways All Eyez on Me was a perfect showcase of all that was good and bad about hip hop in 1996

  2. Vinny says:

    The only song I really liked from this album was picture me rollin.

  3. William Hernandez says:

    Great review! As an adult I enjoy this album more than before. I always wish he’d done more work with Bobcat aside from Picture Me Rollin and Five Deadly Venoms. Most definitely QDIII had an impressive run as a producer and remixer during the 90s. A lot of cats I know don’t like his stuff because it’s “too polished”. As far as I Ain’t Mad At Cha the video still gives me chills. The intro with the guy hiding in the bushes waiting to ambush Pac. Another thing that I always think about was that 2pac and Nas used the same sample. For All Eyez On Me and Street Dreams respectively.

    • deedub77 says:

      Yeah, I used to hear a lot of that criticism about QDIII’s production style back in the day too. But it was mostly dudes that only liked East Coast hip-hop, as most of the West Coast hip-hop sound more polished across the board…I used to wonder if Nas using that beat was what started their beef.

      • willmiami76 says:

        You’re 100% on the $$$$ Deedub! These are the same fans who don’t like Dr. Dre. Because he’s “not a real hip hop producer. Doesn’t make his own beats”. LOL! But worship the ground DJ Premier, Diamond D, Alchemist, Havoc, Hi Tek, etc; walk on. The crazy part is those same producers admire Dr. Dre and know he’s the real deal! Side note: I’m excited to see what he’s going to do for the Superbowl halftime show. After seeing the commercial he did for it.

  4. Vinny says:

    I don’t remember to much from this album I only remember Picture me rolling because I was in the Navy at the time I was going through some things and I would play Picture me roll every day

  5. IMDXLNC says:

    been waiting for this one

    thought this album was overrated first time i listened to it and i somehow liked tupac’s 93 album (strictly) way better

    then this grew on me to the point where i’d be better off listing the songs i didn’t like

    you really understated it with skandalouz, the track in my book is a masterpiece, can’t c me is one of tupac’s best performances somehow bringing life to an instrumental that’s been used several times years before, george clinton’s lines were recorded beforehand when the instrumental was originally for tha dogg pound a few years prior

    also there’s an old version on youtube of got my mind made up, with inspectah deck’s original verse at the end, people say pac was jealous because deck’s verse was just that good but who really knows

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