17 MADVILLAIN/MADVILLAINY

The rest is empty with no brain, but the clever nerd,

The best MC without no chain ya ever heard.

—MF DOOM, “FIGARO”

In the canon of DOOM, Madvillainy, far and away, ranks as his magnum opus—an album that transformed a hungry underground upstart, struggling for a second chance, into a serious contender. As seldom as critical and popular tastes overlap, the stars were definitely aligned for this one, as the overwhelmingly glowing response greeting its March 2004 release suggested. Pitchfork called it “inexhaustibly brilliant,” adding, “Good luck finding a better hip-hop album this year, mainstream, indie, or otherwise.”1 The Village Voice hailed “an outlandishly imaginative collaboration.”2 Already divining the future, the site Hip-Hop DX said, “Classic albums generally need some time to marinate and gain that status, but fuck it; they didn’t follow any guidelines so why should I? Classic. Yes, I said it. Classic.”3 They were even dazzled across the pond. “The wily creativity on display here is astonishing,”4 marveled Mojo, while Q magazine simply called it “one utterly badass album.”5

Such effusive praise wasn’t bought and paid for by some well-funded hype machine bolstered by the usual avenues of radio play and big-budget videos, but rather came from the buzz bubbling up from chat rooms and file-sharing sites, making it all the more amazing. The album reviewing site The Needle Drop called it “a defining record for abstract hip-hop,”6 for good reason, as its popularity rode the crest of a wave of “backpacker rap,” before that became a pejorative term. But, regardless, this small, independent record—one of the first to go viral before it was even released—lived up to all the hype.

At a time when CD sales and the music industry, in general, were experiencing a precipitous decline, the album managed to ship about 50,000 copies on its way to selling upward of 150,000.7 Though these numbers pale in comparison to the gold and platinum records of the previous decade, the phenomenon that was Madvillainy could be quantified by other metrics—such as how many people obsessed about it and for how long. In the intervening years since its release, the record has grown into the stuff of legend, largely thanks to those behind the scenes, who witnessed its creation.

With 20/20 hindsight, however, we discover that as much as Madvillainy achieved, success came at the expense of broken friendships, unleashing a Pandora’s box of bitterness and resentment. The resulting drama—largely involving label head Chris Manak (aka Peanut Butter Wolf); Eothen “Egon” Alapatt, label manager; and Walasia Shabazz (formerly Miranda Jane Neidlinger), DOOM’s manager at the time—figured prominently in Will Hagle’s recent 33 1/3 book on Madvillainy (Bloomsbury Academic, 2023). The irony of this situation being that the project’s two prime movers, DOOM and Madlib (Otis Jackson Jr.), played no part in the politics and managed to stay above the fray. On the contrary, while maintaining the superhuman focus it took to get the work done in the face of many setbacks, their relationship blossomed. Perhaps the fact that they were both so reticent by nature allowed others to take over the narrative. But regardless, the basic details behind the making of the album are pretty much indisputable.


The idea for the collaboration originated with Madlib, sometime in 2001. During an interview with Mass Appeal magazine, the typically reserved producer revealed as much, stating that he wanted to work with J Dilla as well. The article was credited to Miranda Jane (aka Walasia), who happened to be a friend of DOOM’s. She not only relayed the request to him but lobbied to make it happen, since DOOM had never heard of the then underground producer from Oxnard, California. In early 2002, in an unrelated effort to make Madlib’s wishes a reality, Alapatt sent a package of material to his friend, DJ and rapper Jon Doe (Jon Foster), who, coincidentally, lived only five minutes away from DOOM in Kennesaw, Georgia. Introduced by a mutual friend, Dwight Conroy Farrell (aka Count Bass D), they sometimes hung out. Doe passed Madlib’s records on to DOOM.

The Villain was notoriously picky when it came to whom he worked with. He kept an even tighter inner circle of friends, who served as a kind of buffer between himself and the outside world. Farrell managed to gain entry into this exclusive club after contributing a couple tracks to MF Grimm’s Downfall of Ibliys album, on which DOOM served as executive producer. They also shared a common lineage in the industry, as he had been one of the first artists—along with Kurious—signed to Pete Nice’s Hoppoh imprint. Since they both currently lived in the Atlanta area, they began to see more of each other. DOOM had once paid Farrell the ultimate compliment, telling him that he reminded him of his deceased brother.

“So, he came to the crib, and I remember, at one point he pulled me to the side,” recalls Farrell. “He was like, ‘So, I got contacted by these people out on the West Coast. And they were talking about making an album and whatnot with this guy named Madlib.’ I was like Madlib from Stones Throw? He’s like, ‘I think that’s it.’ ’Cause at that time DOOM, you know, when I tell you he was checked out, he was checked out, you know what I mean? He was making his music and you could have asked him, [but] he didn’t know who anybody was. You know what I mean? You can’t just take it personally. He wasn’t paying attention to anything or anybody.”8

Despite prodding from Walasia and the package of material from Alapatt (that he apparently liked), DOOM, doing his due diligence, had approached a friend and fellow artist for a second opinion. “So, he asked me like, you know, ‘What’s up with that?’ just looking for a little bit of insight,” Farrell elaborates. “And I gave him the green light. I’m like, ‘Look, man, I think that that could be something that you should definitely do.’ And he was like, ‘Word?’ I was like, ‘Yeah, you should definitely do that.’ ”9 At the time, Madlib, obviously, did not have the huge reputation he has today. Though DOOM might have liked what he heard, he was also probably fielding offers from any number of labels. Farrell helped him cut through the noise and make a momentous decision that would be a game-changer, not only for his career, but for independent hip-hop.


In May 2002, following long-distance negotiations, DOOM and Neidlinger, now going as Walasia, and acting as his manager, arrived in LA at the Stones Throw mini mansion, where the label guys lived with Madlib. DOOM beelined straight for the studio, the Bomb Shelter, tucked away in a real Cold War–era concrete bunker, while Walasia went to handle business with Alapatt. The Villain had predetermined the conditions for his involvement—a flat fee of $1,500 to rap on three tracks, plus flights and hotel—deploying Walasia as his mouthpiece/enforcer. A deal was hastily scrawled on the back of a paper plate and later signed by all parties.10

Meanwhile, down in the Bomb Shelter, two eccentrics were meeting for the first time. The awkwardness was likely cut by a genuine expression of admiration for each other. Then, ganja was ritually burned—some of that kind Cali Sour Diesel—and beats started bumping. “We clicked immediately,” DOOM recalled. “You know how children automatically click? You wanna go, let’s play!”11 Apropos to the occasion, the first selection Madlib threw on was a beat that would become “America’s Most Blunted.” According to DOOM, “We connected so good on it—we did that shit in like a day. After that, we was like, ‘No, we should just take this shit and do a whole album.’ ”12 Each had obviously found his ideal playmate.

DOOM ended up lingering in LA for almost two weeks, forgoing a Beverly Hills hotel room to just crash on a couch with his new Cali crew. He spent most days up on the rooftop deck, in that peaceful, somewhat secluded environment, filling his composition book with chicken scratch that only his eyes could decipher. Sucking on beers and bong hits for inspiration, he OD’d on Thai food to fill his belly. Madlib floated him dozens of tracks—fifty beats per CD-R, to be exact—and they made early versions of two more songs, “Figaro” and “Meat Grinder” (formerly titled “Just for Kicks”). The Villain worked as expeditiously as possible so he could head back to Georgia, where his second child had just recently been born.

Describing the creative process, DOOM said, “He’s always in the Bomb Shelter and I’m always on the deck writing, and then he would give me another CD. I get the CD and I’m writing, and he’s back in the Bomb Shelter.”13 Despite living under the same roof, sometimes days would pass without them even seeing each other. On the rare occasions they did commune, it was usually while sharing a blunt and listening to some finished tracks or recording. “I mean we hardly spoke, really,” said DOOM. “It’s more through telepathy and like we spoke really through the music.”14 Despite exchanging few words, Madlib and DOOM shared that rare spiritual connection that bound together advanced souls. “Felt like I knew him all my life,” said DOOM. “That’s my brother, yo! My long-lost brother.”15 Their unique relationship proved an asset when they switched to working remotely and Madlib kept the beat CDs coming via mail.

Everything was humming along quite nicely before he left to take part in some events surrounding the annual Red Bull Music Academy, held in São Paulo, Brazil, in November 2002. He burned two CD-Rs to listen to on the plane—one of rough Madvillainy tracks and the other of unfinished mixes from his dream project with J Dilla, which would be released under the name Jaylib. With working titles like “peeyano keys” (“Great Day”), “jack off” (“America’s Most Blunted”), “brain melt” (“Supervillain Theme”), and “horny” (“All Caps”), these Madvillainy songs were far from finished. But Madlib was eager to share dubs of them among his Stones Throw crew along with the new material he was currently working on.

The trip, documented in the film Brasilintime (2003), expanded the young producer’s horizons in many ways. Exposed to a whole new body of music with which he was unfamiliar, Madlib splurged on vintage Brazilian vinyl. Wearing a floppy rope hat, he spent his days in the hotel suite equipped with a portable turntable, an MPC, a BOSS SP-303 drum machine/sampler, and a tape deck, borrowed from reception, transforming this sonic booty into sixty-minute beat tapes (on actual cassettes). In fact, he claimed to have made the entire Madvillainy album on this same minimal setup. At night the rail-thin producer found himself jamming at clubs with legendary local musicians. His whole attitude had changed since that 2001 Mass Appeal piece, in which he admitted, “I don’t like rap at all. I don’t know why I’m doing it.”16 Here he was, only a year later, working on highly anticipated projects with two of the biggest names in the underground—Dilla and DOOM—and he couldn’t wait to finish and release them.

All of this progress and momentum came to a screeching halt, however, when the unthinkable occurred. Returning from his trip, he discovered that the entire Madvillainy track list he had taken to Brazil—thirty-six minutes of music in total—had been leaked on the internet (the same thing happened with his Dilla tracks as well). It was a heavy blow to everyone involved in the project, but Madlib remained defiant and unphased, apparently claiming, I’ll just make a new record. Since DOOM was already elbows deep in three other records, this one was pushed to the back burner for a minute. But they kept the vibe alive via more beat CDs.

Finally, in the summer of 2003, with some slack in their respective schedules, they reconvened in person to finish up the album at the Bomb Shelter. In addition to recording additional tracks, DOOM made the unprecedented decision to re-record all his vocals. On the pre-leaked version, most of his performances had been delivered in an upbeat, energetic style—reminiscent of Viktor Vaughn (whose album he was working on simultaneously). He decided to dial it down a notch, however, assuming the slower, lower conversational tone that was his signature. It was a pivotal artistic choice that made all the difference.

“We all got ‘demo-itis’ because we were so used to him rapping the whole album with a hype tone, and then to hear it with the relaxed tone, we didn’t like it at first,” says Stones Throw head honcho Chris Manak. “I was thinking to myself, ‘No, no, no, we can’t let this happen.’ But I was just thankful he was finishing the album.”17

Quite unexpectedly, the leak, which could have killed the record, had the opposite effect, ratcheting up anticipation to new heights. In fact, they could not have devised a better marketing strategy. The precedent of giving away free download tracks to entice customers to purchase physical product had only been recently established, so the leaked tracks functioned as a teaser. The first single, featuring the album’s two most accessible songs, “Money Folder” b/w “America’s Most Blunted,” dropped in the fall of 2003, proving that all the hype was real. When the album finally saw light in March 2004, it became DOOM’s first release to chart, peaking at number eighty on the Billboard album charts. In addition to setting a benchmark for underground hip-hop, it catapulted both artists to a whole new level of exposure and recognition, and remains, to this day, the best-selling album on Stones Throw.

The real story of Madvillainy, then, is not about the politics or personal rivalries that played out on the sidelines, but the chemistry between Madlib and DOOM, and the magic they conjured in their secret lair. Each artist could have found no better foil to bring out their respective strengths. Entering a new phase in their creative lives, they needed this collaboration to supercharge their careers, and, in retrospect, such a breakthrough seemed preordained. Taking the setbacks in stride, they worked diligently and patiently to bring the project to fruition, knowing, perhaps better than anybody, that the sum of their parts was more powerful than each acting alone. No amount of money (which was scarce) or prodding (which was plentiful) ultimately mattered because these artists understood that the world needed to hear what they were doing.


Both loners, who shared a rigorous work ethic, the similarities between DOOM and Madlib didn’t end there. Born October 24, 1973, the same year as Subroc, Madlib, like his counterpart, also grew up in a coastal city—Oxnard, a part of greater Los Angeles—and started a group, Lootpack, with friends Jack Brown (aka Wildchild) and Romeo Jimenez (aka DJ Romes), while in high school. He even had an early brush with a major label that probably influenced his decision to go indie as well. In the late nineties and early aughts, after having amassed a few different projects under various aliases, he seemed as prolific and driven as DOOM.

But two years younger than his collaborator, Madlib, the more disciplined and regimented of the two, treated beat-making as a nine-to-five job, applying himself daily and churning out tracks at a breakneck pace. DOOM, on the other hand, preferred his time, like his rhyme style, unstructured. For him, creativity wasn’t a faucet you could turn on at will. Yet working at his own pace, he still managed to stack up a surplus of material.

Unlike DOOM, Madlib hailed from a musical family, where he was exposed to a variety of music from an early age. “I started listening to jazz when I was real young—my grandparents were into jazz—I’ve always listened to soul, old rock. My pops used to bump European stuff,” he said. “I listened to disco and funk, too. I listened to everything.”18 It helped to have an uncle, Jon Faddis, who was a jazz trumpeter, while his father, Otis Jackson Sr., worked as a band leader, and session musician. Otis Sr., in fact, helped him press up his first project—Lootpack’s Psyche Move EP—released on Madlib’s own Crate Digga’s Palace imprint in 1995.

Only two years earlier, Madlib had produced “Mary Jane,” his first ode to weed, off Tha Alkaholiks’ debut, 21 & Over (Loud/RCA, 1993). Lootpack also appeared on the follow-up, Coast II Coast (Loud/RCA, 1995), but when a proposed deal with Loud failed to materialize, he decided to take the independent route and never looked back. Lootpack’s EP happened to catch the attention of Manak, who was trying to take the Stones Throw imprint he started in 1996 to the next level. Recognizing the latent talent before him, he practically restructured the label around Madlib and his many aliases and side projects, relocating from San Jose to establish a headquarters in LA in 1999.

Manak eventually rented a large house on a hill in the quiet neighborhood of Mount Washington, with commanding views of the surrounding area. He brought in Alapatt, a former college radio DJ from Connecticut, and artist/designer Jeff Jank, a friend from San Jose, as the creative team who helped him release Lootpack’s debut album, Soundpieces: Da Antidote! (1999), Quasimoto’s The Unseen (2000), and Yesterdays New Quintet’s Angles Without Edges (2001). Quasimoto, depicted as a quirky little furry character who rapped with a pitched-up voice, was none other than Madlib—not to mention the entire fictional quintet, his answer to a jazz band. “I just make music I want to hear,” said Madlib. “Hopefully, other people will like what I do.”19 Like DOOM, that apparently required being somewhat schizophrenic. But as innovative and ambitious as his projects were, they failed to give him the broader recognition and exposure he felt he deserved.


DOOM recalled Madlib’s declaration at their first meeting: Let’s get ill with it. Let’s bring it to the edge of gangster, but still it’s going to be artistic, of course, dealing with us.20 Today, those words ring like a mission statement for the album that would become Madvillainy. They wanted to keep it “ill” and “gangster,” meaning still based within the accepted parameters of hip-hop, but, at the same time, “artistic,” or staying true to their own progressive nature. It was the kind of concept that recalled the best of hip-hop’s golden era, guided by the tenets of creativity, originality, and innovation.

“I don’t have an idea of what the album is gonna sound like until I hear the beat. So, music is what drives the idea,” said DOOM. “The music is what guides it, and I’m coming in with the idea after I hear what the music is telling me.”21 In other words, he didn’t like to preconceive lyrics or concepts, but derived inspiration directly from the track. The same kind of openness and spontaneity characterized Madlib’s production style. “I don’t think so much about it going into it. It just happens,”22 said the man, whose credo was, “Always be different. Challenge yourself. Don’t be scared to try new things. Once you get bored, challenge yourself to do something you wouldn’t think you would do.”23 Their similar approaches to creativity put them on the same page and helped seal a successful partnership.

“Shit usually works out when you’re with the like-minded,” Madlib said. “DOOM’s like my super-smart cousin. We trade books and records: Sun Ra equations, biographies of Charlie Parker. Some people are born off that same energy.”24

“As quick as I was coming up with ideas, he would have more music for me to listen to,” said DOOM. “As I’m doing the writing, he’s in the other room finishing up more instrumentals.”25 Out of every fifty beats he received from his partner, DOOM estimated he probably wrote four or five new songs.

“The most important part of their process is simply that DOOM understood Madlib right off the bat,” said Jeff Jank. “He understood where he was coming from with the music, how it connected with the records they listened to from the ’60s–’90s, and Madlib’s inclination to work on his own in privacy. DOOM was all for it.”26 In turn, Madlib respected the way DOOM approached his art, supplying mostly beats without hooks. The standard structure of a rap track—sixteen-bar verses alternating with a catchy hook—had become so formulaic that the Villain felt compelled to mess with people’s expectations.

“I like to do what other people are not doing, so what I do stands out a little more,” he explained. “I cut out all the unnecessary shit. Hooks is good, you know, for certain motherfuckers who need ’em. To me, when I write, every lyric is as strong as a hook would be. So, kill ’em with the verses, and you won’t need a hook. It makes a more intense experience.”27

In addition to hooks, they tossed aside traditional song structure entirely. Some tracks, in fact, were so short that DOOM had to extend them to allow himself enough room to rhyme. But plenty of one- or two-minute tracks also made the final selection. With the addition of instrumental interludes and the requisite skits, the album plays more like an eclectic mixtape, often segued together with the use of DJ cuts and spin backs. It’s constantly moving in unpredictable ways, with hardly a moment of silence and an amazing attention to detail. Madlib might have stepped up his game for DOOM, but the Villain, in turn, rose to the challenge with some of his most quotable lines.

In a 2019 interview with Spin, he went uncharacteristically deep into his writing process. “When you’re looking at quality wordplay, you’re looking at how many words rhyme in a bar or two bars. How many syllables can you use that still make sense in a song?” said DOOM. “What I be looking at is the quality of the rhyming word: phonetically, how the tone is in the pronunciation of the word.”28 He compared choosing the appropriate word to getting a triple word score in Scrabble. “It’s similar to getting points like that, if you really take it to the next level,” he said. “The more complex the subject matter and wordplay is, that’s where you get your points. I’m a rhymer, so I go for points.”29

He even went so far as to explain what differentiated Madvillainy from the typical DOOM record. “The whole DOOM persona and idea and how we approach those records, is like, I’m thinking of my own mind. I’m not speaking to anyone,” he said. “You’re hearing my thoughts, what I’m thinking about when I’m walking, random thoughts, as if you’re in the mind of a writer. Now, Madvillain, the approach I took on that one is like, I’m talking to Otis. Like, ‘Yo, O, check it out, ha, ha!’ Making jokes at somebody, like I’m speaking to somebody audibly, out loud. So that’s the difference.”30 Though the contrast may be subtle, the fusion of Madlib’s music and DOOM’s musings sounded like nothing less than the Holy Grail for a new generation of hip-hoppers.

Two historical figures, outlaws, and desperadoes at that,

The villainous pair of really nice boys, who just happened

To be on the wrong side of the law …

Villains who possess supernatural abilities,

Villains who were the personification of carnage,

Madvillain, more accurately, the dark side of our beings.

Perhaps it is due to this seminal connection that audiences

Can relate their experiences in life with the villains and

Their dastardly doings.

FROM “THE ILLEST VILLAINS”

More an adventure than an album, Madvillainy ushers the listener through an epic masterclass in sampling and linguistics. Fast-paced, eclectic, and unpredictable, it’s an enjoyable ride, but for those who bother to fully engage and pay attention, many jewels await. The album begins, auspiciously enough, with a spooky keyboard vamp from one of Madlib’s spiritual mentors, Sun Ra. He reappropriates what was originally the closing section of “Contrast” (Evidence, 1972), which segues perfectly into a bass interlude from “Beach Trip,” off the Hawaii Five-O soundtrack (Capitol, 1968), to become the album intro, “The Illest Villains.”

In his only co-production on the album, DOOM finds the ideal vocal snippets to bring to life the album’s concept via an old VHS tape titled The Documented History of the Fabulous Villains (Burbank Video, 1989). Utilizing the cut-and-paste style he has perfected over the course of several albums, he paints the protagonists of this story as over-the-top bad guys. But in a brilliant flash of insight—a nod to Carl Jung’s concept of the Shadow—his narrator also suggests that the listener is interested in the villains because they are a reflection of the dark side in everyone. And how much of a coincidence is it that this narrator uses the term “madvillain,” a compound word that incorporates both artists’ identities? Snippets from the same film, used in tracks like “Money Folder,” “Rainbows,” and “Rhinestone Cowboy,” help tie the record together conceptually.

As this intro abruptly cuts off, the staccato beat of “Accordion” kicks in with its clock-like syncopation. Despite the track’s title, the “accordion” sound is actually a Magnus 391 Electric Chord Organ, as played by the artist Daedelus on a track called “Experience.” Madlib, who had done a remix of that song from their debut release Invention (Plug Research, 2002), appropriated the whole melancholic melody, adding only a kick drum and bassline that drops in and out.31

DOOM opens with one of his more memorable lines, “Living on borrowed time, the clock ticks faster,” which many have come to interpret as an acknowledgement of his impending mortality. But that might be reaching a bit considering he wrote this in 2002 or 2003 and did not pass away until 2020. He also says, “Nice to be old,” a few lines later. At a hair short of two minutes, the track only has enough time for a single verse and an outro, but DOOM maximizes even short appearances like this one with his steady conversational flow—as if he’s addressing you from the next barstool. Dropping catchy one-liners like “And gets more cheese than Doritos, Fritos, and Cheetos,” he doesn’t need hooks.

As the song fades out, Madlib scratches in the intro to the next track, a Mothers of Invention loop from “Sleeping in a Jar” from their album Uncle Meat (Bizarre, 1969). Helmed by Frank Zappa, the band was known for their sonic experimentation, and this piece provides an appropriate slice of weirdness. After a few bars, Madlib spins back the loop, letting it start over, a popular deejay technique used to build anticipation. Meanwhile, a voice chants, “The jar is under the bed,” over a cacophonous drum roll and electric guitar. But this busy intro suddenly subsides, giving way to a bouncy bass groove courtesy of Lew Howard and the All Stars. Their song “Hula Rock” (Bosworth, 1975) also supplies the lap steel that languorously twangs atop the bubbling beat.

As he does for much of the album, DOOM free associates his lyrics, packing in references to cartoons (Destro from G.I. Joe) beside two, no-longer fashionable sneaker brands (Adidas’ Rod Lavers and Ellesse). He rhymes seventies fitness guru Jack Lalane with “Wrath of Kane” (the Big Daddy Kane classic)—all heavily nostalgic fodder for his fellow Gen X-ers. If the album were a high-end tasting menu, this course would be one that demanded seconds. But just as quickly as it appears, this delicious nugget is gone.

Butting up next to it is “Bistro,” a shout-out track made after the album’s leak. Right up DOOM’s alley, it samples an eighties R&B, slap-bass groove from Atlantic Starr’s “Second to None” (A&M, 1983). Unlike the album intro, which establishes the Madvillain concept, this track acknowledges all the individual players involved—including Madlib, King Geedorah, Yesterdays New Quintet, Viktor Vaughn, Quasimoto, and The Supervillain—the joke, of course, being that all these aliases simply represent DOOM and Madlib, who are essentially thanking themselves. DOOM also manages to fit in a little inside joke—a shout-out to Big Hookie and Baba from the laundromat, who are cartoon characters created by designer Jeff Jank.

The fifth track in the selection, “Raid,” also marks the first one suitable for radio play, clocking in at two and a half minutes. The intro, taken from a live recording at the 1968 Montreux Jazz Festival, features Bill Evans tinkling the ivories. It segues perfectly into a swinging piano loop from the song “América Latina” (Som Livre, 1972) by Brazilian artists Osmar Milito and Quarteto Forma. Madlib made this track in his hotel room in Brazil, performing some loop alchemy in the 303 by repeating a note so it plays in 4/4 time. DOOM spits a faster-than-usual verse before turning over the mic to rapper M.E.D. (Nick Rodriguez), another member of the Stones Throw stable. As the instrumental fades out, we hear probably the only millisecond of silence to be found on the whole album.

But that void is soon filled by “America’s Most Blunted,” featuring Madlib’s first vocal appearance on the album (as both himself and pitched-up alter ego Lord Quas). Contrasting with the album’s more innovative material, this song adheres to conventional song structure with the usual alternation of hook and verse. At almost four minutes, it also runs twice as long as most of the other selections. Since this tune kicked off their collaboration, perhaps it made sense to begin with an ode to weed. But frankly, the subject matter feels as clichéd as rapping about guns or hoes. Thankfully, DOOM offers a new spin with his effortless, often self-deprecating sense of humor, rapping, “DOOM nominated for best rolled L’s / And they wondered why he dealt with stress so well / Wild guess? You could say he stay sedated / Some say Buddha-ed, some say faded / Someday, pray that he will grow a farm barn full / Recent research shows it’s not so darn harmful.”

Though Madlib’s verse can’t compete, he went to town on the production, sampling a staggering nineteen songs for this track. A fan of the Dust Brothers, who produced the Beastie Boys’ sampledelic Paul’s Boutique (Capitol, 1989), the Beat Konducta combines such disparate elements as Steve Reich, Sun Ra, the Dramatics, a Disneyland children’s record, and, of course, Fever Tree, whose 1968 cover of Wilson Pickett’s “Ninety-Nine and a Half” (Atlantic, 1966) makes up the main guitar loop. He also cuts in lines from rappers like Prodigy, Redman, Phil da Agony, Ed O.G, and Pharaohe Monch for the hook. But the best sampled vocals come from Jack Margolis, who narrates a pro-weed counterculture comedy album, A Child’s Garden of Grass (Elektra, 1971). In the song’s outro he says, “It’s a known fact that grass increases creativity from eight to eleven times. In fact, everyone finds that they’re more creative stoned, than straight,” before spelling out “marijuana” to the accompaniment of a xylophone. As much as a paean to their favorite high, the song also seems to be giving a nod to the playful subversiveness of Mr. Hood.

Following some canned laughter, Madlib scratches in the beat to the next selection, “Sickfit,” the first of three instrumentals. Based on a loop from the Generation Gap’s cover of “Family Affair” (RCA/Camden, 1972), Madlib added a bassline and an unknown string sample that he manipulates so well, it sounds like he’s playing it. Before the album leak, DOOM had rhymed on this track—originally titled “Winter and Spring”—but apparently, he felt his performance was rushed. Since his vocal only ran for forty-seven seconds, anyway, they decided to scrap it and keep the instrumental. With DOOM’s lyrical performances on the album often being so dense and wordy, instrumental tracks like this one give the listener a break and helps with the overall pacing of the album.

“Sickfit” gets swallowed whole by the next track, “Rainbows,” one of the album’s stranger selections. Here, Madlib sources samples from the soundtracks to two different Russ Meyer films—Finders Keepers, Lovers Weepers (1968) and Motor Psycho (1965). In fact, the track’s meandering melody uses almost a minute from the first film, while employing a horn fanfare from the second as its closeout, repeating this pattern twice. Behind its slow, creeping tempo, the Villain takes the opportunity to rap in a sing-songy style that he uses on occasion. In another departure, he also uses ad-libs for the first time. At 2:52, “Rainbows” clocks in as one of the longer songs on the album. It concludes with another line from The Documented History of the Fabulous Villains: “This Villain was a ruthless mass conqueror with aspirations to dominate the universe.”

Next up is an album highlight, “Curls,” another one of Madlib’s Brazilian creations. Its cartoonish backing track is constructed from two different parts of the “Airport Love Theme” (Copacabana, 1970) by Brasilian pianist, composer, bandleader, and arranger, Waldir Calmon. The Hammond organ, guitar, and horn arrangements also contribute to the nostalgic feel. Typical of DOOM’s performances on this album, he delivers a nonstop verse sans hook, only mentioning the song’s title in the opening line, “Villain get the money like curls.” One gets the impression that titles are an afterthought for DOOM. Neither is a clear narrative important, though fragments materialize when he raps, “Yup, you know it, growin’ up too fast / Showin’ up to class with Moet in the flask / He ask the teacher if he leave will he pass / His girl is home alone, he tryin’ to get the …” DOOM, who barely curses in his rhymes, invites the listener to supply the missing word. But check out how the cheeky Madlib fills in the blank with a guiro, which produces a sharp rasping sound when scraped—suspiciously, like a fart. It’s a good bet that he picked up that instrument in Brazil along with the record he samples here.

After a quick fade-out and more canned laughter, the next instrumental, “Do Not Fire,” adds some exotic appeal to an already eclectic mix. Madlib’s raw materials for this track include vintage Bollywood soundtracks—namely music from the films Maha Chor (1976) and Suraj Aur Chanda (1973)—as well as random sound effects from the Street Fighter II soundtrack. Indian music presented another novel genre for the producer, who enjoyed sampling it so much that he dedicated a whole project to it—Beat Konducta, Vol. 3–4: Beat Konducta in India (Madlib Invasion, 2007). It’s also interesting to note that since this track and “Shadows of Tomorrow” are probably the album’s most experimental joints, they are separated by the album’s most accessible track, “Money Folder,” the first single.

It begins abruptly after another brief vocal interlude from the villain’s documentary—“The Villain took on many forms.” Over a slamming back beat, courtesy of drummer Babatunde Lea, and a simple keyboard melody, DOOM demonstrates why he is the undisputed master of alliteration and internal rhymes: “The underhanded ranted, planned it, and left ’em stranded / The best, any who profess, will be remanded / Yessir, request permission to be candid. Granted / I don’t think we can handle a style so rancid / He flipped it like Madlib did an old jazz standard.” As if on cue, the beat drops, replaced by a heavily manipulated snippet of Freddie Hubbard’s “Soul Turn Around” (Atlantic, 1969) that runs longer than expected (twelve seconds to be exact) before the main beat returns. “Money Folder” ends as it started—with another vocal collage from the villain doc.

If “All Caps” is considered DOOM’s calling card on this album, “Shadows of Tomorrow” serves as Madlib’s, doubling as a homage to his spiritual mentor, Sun Ra, the avant-garde composer and band leader born Herman Poole Blount. The track title is based off a rare, hand-painted seven-inch he released called “The Shadows Cast by Tomorrow.” In addition to sampling Ra’s own voice, the lyrics that Madlib recites in his first verse, via alter ego Lord Quas, quote his mentor’s as well: “Today is the shadow of tomorrow / Today is the present future of yesterday / Yesterday is the shadow of today / The darkness of the past is yesterday.” These words come from a poem that Sun Ra wrote on the back cover of his album Angels and Demons at Play (Impulse!, 1974). If sampling and quoting the maestro isn’t enough, Madlib also invokes his name, twice, later in the song, before ending the track with dialogue from the Sun Ra film Space Is the Place (1974): “Equation-wise, the first thing to do is to consider time as officially ended / We work on the other side of time.”

A dramatic keyboard riff suddenly interrupts this declaration. The Beat Konducta unearths another incredible break, 3:34 deep into George Duke’s “Prepare Yourself” (MPS, 1975). Dripping with emotion, it demands a story, but DOOM responds with the last thing you’d expect. “Operation Lifesaver AKA Mint Test” is a quick ditty about meeting girls in the club who have bad breath. It takes a minute to gauge what he’s saying, but he sums up the song in the following verse: “It don’t matter if she’s slim or dressed to impress / I won’t rest, fellas don’t fess / Some of ’em just need to eat the whole thing of Crest.” The Villain strikes again with another laugh-out-loud moment in an album chock-full of them.

The organ vamp that announces the next song, “Figaro,” sounds like the introduction to a cheesy game show, but that intro and the guitar loop that drives the track are both from Lonnie Smith’s album Finger Lickin’ Good (Columbia, 1966). Madlib simply lashes them to a shuffling beat. It’s just another day at the office for DOOM, who indulges in some of his most free associative wordplay of the album while never slacking on the internal rhymes. “A shot of Jack, got her back, it’s not an act stack / Forget about the cackalack, Hollaback clack clack,” he says in a voice as thick and juicy as prime rib. DOOM’s booming delivery and the way he enunciates his words sound good no matter what he’s saying, so comprehension isn’t even an issue. It is this speculative quality that allows fans to endlessly debate the meaning of his lyrics while also attempting to impose their own interpretations on them.

As “Figaro” fades out, we hear a new voice on the album for the first time. The appearance of Wildchild (of Lootpack) on “Hardcore Hustle” may seem a bit puzzling at first—as in, what does this song have to do with Madvillain—but Madlib was probably just looking out for his people. The song is based on a loop from Diana Ross and the Supremes and the Temptations’ cover of Sly Stone’s “Sing a Simple Song,” which might be the most recognizable piece of music used on the album. But with a running time of only 1:22, the track serves as a kind of palate cleanser for the ears and a suitable intro for “Strange Ways.” Even the transition is weird, as Wildchild ends with the couplet, “And just when you got caught up in cynical thought / Intervals in the shape of a mic get pushed through your heart like …” With his usual attention to detail, Madlib slips in horror soundtrack sounds of a man screaming in agony.

Though DOOM is not known for wading into politics, he makes an exception on “Strange Ways.” Keep in mind, however, that it was written during the wall-to-wall cable news coverage that accompanied the run-up to the US invasion of Iraq in March 2003. When he raps, “They pray four times a day, they pray five / Who ways is strange when it’s time to survive / Some will go of their own free will to die / Others take them with you when they blow sky high,” there’s absolutely no mincing of words. The track serves as a condemnation of Islamophobia and the hypocrisy of war. Madlib mines a brilliant string sample from the British prog-rock band Gentle Giant, chopping the chorus of “Funny Ways” (Vertigo, 1970) into two parts to create one of the album’s highlights. The track ends with a snippet from a cartoon soundtrack, “that Mary was going around with an old flame,” which sets up “Fancy Clown.”

DOOM maintains that he always includes something in his albums for the ladies, and both “Fancy Clown” and “Eye,” which follows, check that box on Madvillainy. On the former track, DOOM returns as his younger self, Vik Vaughn, to accuse his girlfriend, played by Walasia (and credited as “Allah’s Reflection”), of cheating on him. It’s not until the last lines, however, that we discover the hilarious twist—that poor Vik has been cuckolded by DOOM. “Ain’t enough room in this—ing town/When you see tin head, tell him be ducking down,” he threatens. Only someone with DOOM’s chutzpah could pull off such a brilliant lyrical conceit. Madlib helps bring the drama to life chopping up Z. Z. Hill’s “That Ain’t the Way You Make Love” (United Artists, 1975), for its main piano loop and chorus, “You’ve been trippin’ around, uptown/Wooing some fancy clown.”

Meanwhile, “Eye” which immediately follows, sounds like something DOOM might have produced. Updating some syrupy R&B from the Whispers’ “So Good” (Solar, 1984), Madlib adds a bouncy bassline and shuffling percussion to create a riff-ready soundtrack for singer Stacey Epps. Again, while the track may have nothing to do with the Madvillain concept, sometimes DOOM likes to hook up a friend. Epps never collaborated with the Villain on any other music, but after eventually earning her law degree, she became one of the lawyers representing his estate.

Moving into the album’s last quarter, the third instrumental, “Supervillain Theme,” ramps up the energy following a brief sampled intro from Just-Ice classic “Cold Gettin’ Dumb.” Another beat made in Brazil, Madlib uses two different parts—a guitar and drum fill—from “Adormeceu” (Continental, 1973) by O Terço. At only fifty-three seconds, the song plays more like an intro, as the guitar helps ratchet up the tension.

The payoff is “All Caps,” not only one of the defining tracks on Madvillainy but also DOOM’s theme song. The concluding line of his first verse, “Just remember, all caps when you spell the man’s name,” has transformed into a battle cry of sorts among his hardcore fan base, who deride those that don’t adhere to the Villain’s wishes. Once again, Madlib delivers the fire, chopping up the opening credits of the popular sixties and seventies detective show Ironside, starring Raymond Burr, for its diabolical minor chord progression, horns, and string intro, which he turns into an extro. The mellifluous intro to “All Caps” comes from another popular seventies show, The Streets of San Francisco. Even DOOM has to give it up to his partner, observing that “The beat is so butter.” But no slack himself he also says: “Spot hot tracks like spot a pair of fat asses / Shot of scotch from out the square shot glasses / And he won’t stop til he got the masses / And show ’em what they know not through flows of hot molasses.” What other MC would use an expression like “know not,” which sounds downright Shakespearean?

The climactic “All Caps” flows breezily into “Great Day,” another amorphous composition based on Stevie Wonder’s “How Can You Believe” (Gordy, 1968). The musicality of this track prompts Madlib to add some live flavor on his Rhodes electric piano. Meanwhile, DOOM returns to the sing-songy style that he debuted earlier on “Rainbows.”

That brings us to Madvillainy’s grand finale, which also happens to be the last track they recorded for the album. Apparently, the label wanted something a little stronger than “Great Day” to end this incredible set, so they booked studio time and DOOM chose to rock another one of Madlib’s Brazil creations. Made from only a few seconds of “Mariana, Mariana” (Philips, 1971) by singer Maria Bethânia, “Rhinestone Cowboy” ends up being the longest track on the album because of a series of stops and starts that give it the feel of a live performance. It’s also one of his most quotable songs as he drops memorable one-liners like “Known as the grimy slimy limey—try me, blimey!”

But DOOM’s real brilliance is displayed in self-referential rhymes about the making of the album:

It speaks well of the hyper base,

Wasn’t even tweaked and it leaked into cyberspace,

Couldn’t wait for the snipes to place,

At least a track list in bold print typeface.

Stopped for a year,

Come back with thumb tacks, pop full of beer.

As applause showers the end of his first verse, he seems to mess up, rhyming “Leaving your mind blown” with his last word, “rhinestone.” He only adds “cowboy” as an afterthought as the applause track gets louder. But he shrugs it all off with “No, no, no, enough,” before beginning the second verse with more triple word scores. “Goony goo-goo, looney cuckoo / Like Gary Gnu off New Zoo Revue, but who knew? / The mask had a loose screw,” he raps, an admission that he’s crazy and he knows it. Bringing the album full circle, we hear a final commentary from the Villain’s documentary before the beat reprises and finally fades out.

These twenty-two songs with a running time of forty-six minutes challenged the established orthodoxy of rap at a time when it desperately needed some pushback. Though the record might not have fomented the kind of grassroots revolution that Wu-Tang had unleashed a decade earlier, it nonetheless influenced a whole new generation of MCs coming up—including Tyler, the Creator, Earl Sweatshirt, and Joey Badass. “Madvillain redeems the pretensions of independent hip-hop,”32 stated a review in the esteemed New Yorker, the highbrow literary publication not typically known for its coverage of hip-hop. They definitely took DOOM seriously, though, commissioning two features on him over the years. While long a fixture in the underground, Madvillainy turned DOOM into a certified star and no longer simply your favorite rapper’s favorite rapper.