Last week marked the 20th anniversary of 2Pac’s incredible Death Row Records debut and the last LP to be made during his lifetime, All Eyez On Me. A gangsta party of epic proportions, the double-disc project featured the likes of Method Man, Dr. Dre, Snoop Dogg, E-40, Richie Rich, George Clinton and more. It went on to achieve over 10 million in sales in the United States alone.
Said to have been completed in just two weeks, the rushed recording schedule didn’t seem to diminish its quality. Rough, rugged and raw, All Eyez On Me is an adrenaline-fuelled war chant and battlecry that indirectly takes aim at many of 2Pac’s enemies, while laying the foundations for more direct disses that came soon after the album’s release.
Housing the hits ‘California Love’, ‘How Do You Want It’, and ‘I Ain’t Mad At Cha’, the album took 2Pac from rap star to superstar. Aggressive in nature one minute and heartfelt the next, it wasn’t just the music that went from one extreme to another. With pop stars and porn stars alike wanting to get close to the troubled street prophet, there wasn’t a single radio station not playing his music or a music television show not showing his videos: 1996 was without question the year of 2Pac.
Aside from producers such as DJ Quik, Dr. Dre, Daz Dillinger, Johnny J, Rick Rock and Mike Mosley lending their talents to the acclaimed album, another producer who helped create the perfect backdrop for 2Pac to paint his words of wisdom, woe and conflict was QD3.
Son of legendary artist and music mogul Quincy Jones - a man responsible for the best-selling album of all-time, Michael Jackson’s Thriller - QD3 went from producing for N.W.A. and Ice Cube to producing with 2Pac for the first time on All Eyez on Me. Collaborating on the song ‘Heaven Ain’t Hard 2 Find’, it was QD3’s sister, Kidada Jones, that introduced the pair, and it was from there QD3 then went on to produce over 30 records for the now deceased rapper.
Taking some time out to sit down with Gigwise, QD3 talks 2Pac, All Eyez on Me, and how he came to work with the slain rapper.
Can you believe that it’s been 20 years since All Eyez on Me was released?
“I really can’t. I remember the day I met Pac, working on All Eyez on Me - I had met him before but it was a messier time in his life. But this other time was the first time we worked together and I remember it as if it was yesterday. I remember it was a rainy day. It was late and I was a little late to the session. I had ordered some equipment that was supposed to be there for the session and when I arrived the equipment wasn’t there, so the first thing I saw was Pac blowing up on the engineer. It scared him to death. And then once the equipment got there we recorded the song in 10 minutes.”
What record was it you guys did?
“We did ‘Heaven Ain’t Hard 2 Find’, and how it came about was my sister was engaged to 2Pac at that time. I had heard him playing some tracks on BET from All Eyez on Me, and I was like, ‘Shit! I wanna work on that album so bad,’ and because I felt like ‘Dear Mama’ was a genre defining song and the first rap song to give you real emotion. My sister was like, ‘Here’s his address, he’s staying at the Four Seasons (or whatever it was) just call him up and see what’s up.” He didn’t answer the phone so I went up there and put a tape under the door and the next day he called me saying, ‘Yo! That’s exactly what I was looking for. I’m gonna take another song off the album so you can get on there,’ and that was it.”
Was the ‘Heaven Ain’t Hard 2 Find’ instrumental on the beat tape or did you have to build it from scratch?
“Yup, it was on the tape. I made that track rapping like him in my head, trying to fit his flavour. You know what I mean? So when he got it and liked it I was like, ‘Perfect,’ because it was a custom track.”
Did you lay down any vocals on the instrumental before you gave it to him?
“No, no, no. I was just, you know, rapping in his cadence in the back of my head when I was making the beat. I was channeling his energy. I do that because I don’t want people to say, ‘Oh, that’s a QD3 track.’ No, it’s a 2Pac track that I made for him. I want everything to sound… you know, like when I worked with Naughty By Nature it was a different sound, or LL [Cool J], it was a different sound. I like to work with the artist’s sound and not put my sound on top of them.”

Talk to us about the session itself. What was it like working with 2Pac that first time?
“It was incredible! Like I said, I was a little bit late because it was raining so traffic was all backed up - I was a little irritated about that - and when I got there the equipment wasn’t there so 2Pac was a little irritated about that. We figured it all out and then started recording.
“Pac would sit there, look you in the eye, and talk, tell you a story, all the while writing a song about something else. That’s how incredible he was. So he would sit there, roll joints, smoke weed, talk, and his hand was always moving on the paper like he was writing. So in 10-15 minutes he finished the song all while doing other things. That’s how much of a creative genius he was. But it all came from preparation. It wasn’t like he just had it naturally, it was all preparation, and the fact that he’s done it so many times under pressure.
“So then he got in the booth and laid it down all in one take. Then he told Val Young - who did the backing vocals - what the song was about and kinda how he wanted it to go. She went in there and within five minutes she’d laid the whole thing down and that was it. Then I took the track home and added all the scratches to it and put a little extra keyboard on it, and the little horns you hear in the background, then that was it. I knew right then that we had one. I was pretty proud that we nailed it the first time working together.”
Do you know if ‘Heaven Ain’t Hard 2 Find’ is supposed to be a sequel to ‘Ain’t Hard 2 Find’?
“I don’t know. I actually don’t know. I know that ‘Ain’t Hard 2 Find’ was created before this one, but from what I understand ‘Heaven Ain’t Hard 2 Find’, he wrote it for my sister.”
How did your family take you working with 2Pac?
“Well like I said, my sister was with him but she didn’t tell anybody. The way I found out that she was with him was me and her were on a plane and she bent over to pick up a bag and I saw the Makaveli crown tattooed on her back - I was probably the only one in the family that knew what that meant. So I saw that and was like, ‘Oh shit!’ I kinda looked at her and asked, ‘Is that what I think it is?’ The way she looked at me let me know what was going on and then that’s when I asked her if she could connect me with him so that we could do some tracks. So anyways, me working with him was cool because she was already with him and my dad was cool with her being with him. I had been in Hip Hop my whole life. I had already worked with Ice Cube and N.W.A. and more, so it was nothing for me to do it.”
What did your father think of the record?
“You know what? My dad, his musical capabilities are at a such a level that it’s really hard to impress him with music. Maybe if I sold like 300 million records on one album or something that would… I mean he has a plaque in his living room that has 50 million records sold - and that’s Thriller - so us selling 14 million records to him relatively speaking wasn’t that much. So he’s always been supportive and cool but I don’t think I’m gonna to topple him with some incredible track because he’s done jazz, classical music, movie scores, everything, and it’s a different generation sound and all that stuff. I think he’s proud and I think he’s we’re we did it with the hottest artist of our time but at the same time he’s seen it all. I never really went to him like, “Hey Dad look what I did.” If he notices something then that’s cool but he’s such an OG it’s so hard to make him stand up and be like, “Oh my God.” It would probably have to be jazz or something like that. And not to say that he’s old school but he’s a music connoisseur. He listens to Stravinsky, Coltrane, like the best of the best… from a musical level.”
When you first heard All Eyez on Me in its entirety did you think it was going to be as big as it was?
“Yeah, we knew. Pac was the first rapper to go through a lot of what he did in public, like getting shot and going to jail, and all the drama and the politics that he was dealing with. So we knew his story was so much better. I’ve never really been one to pay attention to what the market thinks, I go with my own gut and my own gut was telling me it was the best shit I’d ever heard in my life. 2Pac’s songs were the first rap songs that brought out a real emotion in me, you know? Where you damn near almost cry when you listen to tracks like ‘Dear Mama’. When I heard that, that was all I needed to know. Bob Marley has the same effect. So when I heard his music I knew he was up there with Bob Marley.”
What would you say you learned from working with 2Pac?
“I learned so many things. I used to be - and I still am if left to my own devices - a perfectionist that would sit there and refine a kick drum and if it didn’t have the right static in it I would search for hours to find the right static. I was a real perfectionist. Pac basically weaned me off of that and was like, ‘Look bro, it’s not all about the technical stuff, it’s about the soul of the song. If you don’t have a good bassline it’s not gonna be good no matter what you do to it.’ He taught me how to keep it moving. If you don’t like the way one is, don’t keep trying to refine it and go to the next one. That’s how he would work and that’s what he taught me.
“Another thing he taught was to believe in yourself. A lot of the time you shoot down your own ideas or you don’t wanna push your ideas strongly, or you might not have the courage to pursue your dreams because of self confidence or something. Pac never thought that way. To him everything was possible. ‘If you wanna do it I’ll help you. Let’s make this work,’ he always used to say. He gave everyone a glimmer of hope, whatever you have in your mind you can get it done at the highest level if you believe in it. And everyone that ever worked with him probably got that same thing from him, that self belief. That rose that grew from the concrete. You know? Believe in yourself. That was a big theme with him. He made you feel like you could do anything. That was always the danger of hanging with Pac, you felt like you could do anything.
“He made you feel like you had an extra battery on your back. He just gave you that feeling like, man, he would would rap so fast if he liked the track… like when he called me up and said he heard I had beats or whatever, he asked me to play some beats over the phone. Nobody had ever asked me to do that before, nobody. He was like, ‘Play them over the phone,’ and I asked him, ‘Really?’ and he said yeah. So I started playing him the whole track over the phone and after three seconds of the track he was like, ‘Ok, I want that one.’ Then I’d play him another and after three seconds he’s say, ‘Nah, I don’t like that one. Play me another.’ He’d pick them just like that. Then when we got to the studio he would rap over them just as fast. It was something different from anything I’d ever dealt with in my life.”
You worked on a lot of music with 2Pac before his death. You did ‘Lost Souls’, ‘To Live & Die in L.A.’, ‘Teardrops and Closed Caskets’, ‘Letter to the President’, and more. What was your personal favourite that you guys worked on?
“Definitely ‘Niggaz Nature’, but not the remix. I’m talking about the original with J. Valentine on it.”
Where did it appear?
“Unfortunately Suge [Knight] put it out on an album - not unfortunately because it’s Suge but because it didn’t get a lot of attention. It came out when Suge was in jail so nobody was there to promote the album. But it was on an album called Too Gangsta For Radio. It kinda got lost in the sauce. I feel like that was one of 2Pac’s biggest loses. He could have made that a big single. I actually met with Michael Jackson to sing the chorus.”
How would you describe All Eyez on Me as an album?
“I would say it’s kind of a definition of what was happening at that time at the highest level. What [Dr.] Dre did at the time was he took east coast sounds and made west coast music with it. If you listen to Dre’s music at that time it wasn’t the humpty clap at all, it was… he was using east coast drum samples and making them west coast, and playing live instruments over that. I think 2Pac’s album really represented that musical hybrid that was universal. Even though it was a west coast album it was a universal album because it had a little bit of everything on it. It had Method Man on there. Daz was doing beats that had real samples on the drums but playing live over it.
“To me, sonically it was the best of the best. It was all those elements coming together on one platform. And 2Pac, like I said, would never think twice about anything, even though he pre-planned everything. Once he executed he would just keep going. I don’t think anyone has ever put a double album together that fast in the history of Hip Hop… ever.”