Ahmir "?uestlove" Thompson just might be the closest thing we have to a hip-hop Zelig. Of course, he's been leading the Roots from behind his drum kit for the last 24 (!) years, expanding the assumed limits of hip-hop to a sound that, as he puts it, is "part Pink Floyd, part Meters." But he was also at the infamous 1995 Source Awards that inflamed the simmering East Coast/West Coast rap war of the mid-90s. And he spearheaded the late-90s Soulquarians collective, which found luminaries including D'Angelo, Q-Tip, Erykah Badu, Common, and J Dilla uniting in spirit and practice while chalking up plenty of hits along the way. He backed-up Jay-Z for his 2001 "Unplugged" taping-- a controversial move at the time-- bridging the gap between underground and overground. He also made a cameo in the classic "Chappelle's Show" sketch "Electric Guitar, Drums, or Electric Piano".

More recently, he figured out a way to keep his band going and self-sufficient without spending their lives sleeping in tour buses. With the Roots' gig on "Late Night With Jimmy Fallon", they quickly staked their claim as the freshest, smartest, and funniest band late-night TV has seen in years. ?uestlove might not rap, but he's still one of hip-hop's best storytellers, and he had plenty of yarns when we spoke with him recently about all of the above-- including the time Puffy screamed on him for an hour and how he bonded with Jay-Z over their mutual love of "The Simpsons". One of these days, ?uestlove will write a memoir, and it will be incredible. Consider the following a preview.

Pitchfork: How has your idea of success in the music industry changed over the last 15 years?

?uestlove: If anyone has had a "tortoise and the hare" journey in this industry, it's definitely the Roots. We've been running on the race track for so long that I don't even think we would know what the finish line would feel like. There have been Rocky moments where we felt like we'd run to the top of the stairs and were like, "We made it!" But then we noticed that we still had miles to run.

At first, it was like, "OK, if we go gold, we won't complain no more." And then it was like, "OK, we got one Grammy, so we won't complain no more." And then it was like, "If we could do anything but 240 shows a year, we won't complain no more." We're more insatiable than we thought. It's just a constant hamster-inside-the-wheel thing that never ever stops.

On the other hand, having existed longer than most of the people we started out with back when we first recorded Organix in 1992, there is a feeling that we're happy to be alive. Hip-hop is such a poverty-escape-driven art form. I didn't have that crack-rock, wicked-jump-shot sort of existence that Biggie spoke about, but there were definitely moments where we didn't have gas in my household. I never want to get to that level of poverty where taking a bath has to be a hot-pot experience.

When you first start off, you see what other people have and quietly say, "I want that." Like, "Oh, Wyclef drives a Spider? I want that. Big Boi has an aquarium inside his bedroom? I want that." At 25, my idea of success may have been more vain, like, "I'll be good the day that there's $20 million in my account and I have this particular house and the wife and 2.5 kids." But at 40-- and I know it's kind of silly telling you guys this-- but as long as my Metacritic rating stays above 80, that's all I care about. [laughs]

"We've been running on the race track for so long that I don't even think we would know what the finish line would feel like."

Pitchfork: Could you have ever anticipated working at a late-night show five years ago?

?: I wanted it, though I didn't know it was going to come in this form. In 2007, the road was really taking a toll on us. Some people in the group have kids, and those kids weren't newborn babies anymore; the goodbyes at the airport and the tour bus started becoming unbearable to watch. So my manager and I were always like, "If there was only a way for us to maintain the same money that we're earning now, but stay in one place."

There are only two places in the United States that would let us do a residency that long: Vegas and Atlantic City. I don't think any of us were ready to be like, "OK, don't forget to try the fish sticks. Now, here's Otto the Singing Magician!" at the Showboat in Atlantic City. Ironically, I had just got a house in Los Angeles when I met [Jimmy] Fallon. Cut to five months later, and I'm getting rid of that house and coming back to the East Coast.

Pitchfork: Obviously, "You Got Me" was a huge moment for the Roots. Did you ever feel the urge to chase the success of that song more?

?: If anything, we did quite the opposite. For anyone that's ever had a musical breakthrough in their career, it's always followed by the departure period right after. [Stevie Wonder's] Songs in the Key of Life gave you Journey Through the Secret Life of Plants. [Prince's] Purple Rain gave you Around the World in a Day. [The Beatles'] Revolver gave you Sgt. Pepper's-- which kind of backfired and made them even bigger. It's funny, I can see the science in how music is made with other artists, but it's hard for me to dissect my own thing. It's easy for me to say, "Oh yeah, that's the self-saboteur move that most artists pull whenever they're afraid."

And I just felt like "You Got Me" was a fluke-- I never thought one million people would mutually agree to buy this one product of ours. Even at the time it was happening, it didn't feel like a victory. Erykah [Badu] was always the focus; we weren't even the stars of our own song. So I thought, "This probably isn't going to happen again, so let's try and make like a catalog record displaying everything that we do, and we'll go out guns ablazing." We probably made four records in that mindset, and that definitely started with Phrenology. I thought, "We had our peak, and rap groups don't last more than six records. We'll probably get dropped." At some point, we were just thinking of it like a suicide mission, so we did everything with reckless abandon.

Pitchfork: You recently wrote about how listening to Watch the Throne for the first time really stopped you in your tracks. Do you remember the first hip-hop album that made you feel that way?

?: Definitely [Public Enemy's] It Takes a Nation of Millions to Hold Us Back. I quit my job the day that that came out. I was cutting onions and potatoes as a short-order cook for this 50s-style restaurant chain. I would walk 12 blocks to work everyday, from West Philadelphia to the University of Pennsylvania, where the restaurant was. Before Nation of Millions, I would usually show up five minutes late. I didn't care, I just had the job to earn extra money so I could buy records.

But when I bought that album, my entire walk changed. I wound up getting to work 20 minutes early, simply because you almost had to walk to the bpms of what you were listening to. And by the time that I got there, I just made it to "Show 'Em Whatcha Got" and, at work, I couldn't stop singing that sampled horn line from the Lafayette Afro Rock Band. I went on my lunch break and was just like, "Fuck it, I'm not going back to work." So I went to 7-Eleven, purchased about four Duracell batteries, and sat in a park from about 1 p.m. until about 6 p.m., just listening to that record.

With [De La Soul's] 3 Feet High and Rising, it was the same thing. That album actually made me feel like, "Oh, this is where I fit in." I found a lifestyle I could adapt to. They also legitimized my fashion sense. I would get teased relentlessly from neighborhood kids and from some school guys-- Tariq [Black Thought] included-- who didn't understand do rags or the holes in my jeans or acrylic paint on my jacket. To them, you didn't take a perfectly good $70 Levi's jacket and draw on it. But once the "Potholes in My Lawn" video came out, it made that cool.

The Chronic was the opposite effect. Beause I saw everybody going apeshit over it, but it took me three years to finally understand that album.

Pitchfork: How so?

?: The Chronic represented everything that I hated about hip-hop as a fan, but then later represented everything that I stood for as a musician and engineer. In my head, I thought the Jungle Brothers' "Straight Out the Jungle" should be how hip-hop should sound: dirty, gritty, do-it-yourself. But The Chronic sounded clear. [The Jungle Brothers'] Afrika and Mike Gee would tell stories of roaches crawling up on the equipment, flooding in the basement, records getting ruined-- all those things that made hip-hop seem romantic. But I didn't feel like Dr. Dre made The Chronic in his rat-infested basement. I thought, "You want your records to blend in with Luther Vandross and Ready for the World, don't you?" I thought hip-hop was a subculture, and we were the antithesis of the mainstream elite. When Chuck D said, "You singers are spineless/ As you sing your senseless songs to the mindless," I was like, "Yeah, you get it." But it wasn't until I started engineering my own stuff that I understood where Dr. Dre was going with it.

I think people are going through a similar thing with Watch the Throne. I feel like that album might be seen in the way that we see Michael Jackson's Bad, which started his epic phase of creation. Watch the Throne could be the definitive black stadium album.

Pitchfork: You were in the thick of this transition, which happened at the beginning of the last decade, where underground rap and mainstream rap were converging-- like how you played on Jay-Z's Unplugged album in 2001.

?: Remember when getting with him was such a controversial move? [laughs] We had a two-day summit meeting with our friends and our peers and everything. It was like the riskiest move I ever did in my life: "Shall I take this call from Jay-Z?" For obvious reasons, I will say that's the smartest move I've ever made.

I don't think it's a coincidence that all people who are considered geniuses have a common trait: they sabotage their shit. My circle is a textbook example of that. But Jay's best trait is that he asks questions. He's not afraid to take advice. It's never been a brown-nosey thing with him. He hates that; never do you laugh at the boss' jokes when they're not funny. He's always willing to A-B it: Let's try A, let's try B, and let's even try C, and figure out which one works best. That approach is key to anyone's survival.

We're dealing with a kinder, gentler Jay-Z now-- but he really wasn't showing that side back in '99. I mean, he was fresh off the Un stabbing. The perception of him was different back then. But he came to me with zero ego. He's a dude that can give you a hundred "Simpsons" quotes, like, "What you know about the monorail?" I'm like, "What?!" It shows that he's human.

Of all the people I've worked with, I've never had any huge arguments with Jay. I've walked out on Erykah. I stopped speaking with [D'Angelo] for four years until we started working again recently. Working with the artist elite can be like banging your head against the wall. But what actually makes Jay a true artist is that he has no fear of failure. Half the time, my job is basically to talk people off the ledge. It's more psychological than just me picking up some sticks and counting, "1, 2, 3, 4." I don't have to talk him off the ledge. He'll try something. And if it doesn't work, I'll admit it: "OK, didn't work. Let's try something else."

"Jay-Z is a dude that can give you a hundred 'Simpsons' quotes, like, 'What you know about the monorail?'"

Pitchfork: That whole Blueprint era seems so crucial now, especially since it was also Kanye West's big emergence as a producer. Did you realize how important it was at the time?

?: I wonder if I would've felt different about The Blueprint if it weren't released on September 11th. We were in New York that day-- we were almost in a hotel that was four blocks away [from the World Trade Center]. For some strange reason, that hotel lost our reservations, so we were scrambling. Tariq and I ended up staying at the Bryant Park Hotel on 42nd St. And then September 11th went down.

I don't know why, but the mom and pop electronic store next door to the hotel was still open that morning, and I was like, "I'ma run down and buy a whole bunch of DVDs for some solidarity time with each other, we can just watch movies." As an afterthought, I bought The Blueprint. I could've chosen 14 other records that were released on that day; it's weird how a whole group of people who released albums around then lost their careers-- Macy [Gray], Mariah [Carey], sort of. But everyone bonded over The Blueprint. It hit us at the right time. We were depressed out of our heads, it seemed like we were going through armageddon, and that became the soundtrack to that last quarter.

So all that made it much easier to say yes once I stopped laughing at someone telling me that Jay-Z wanted to work with the Roots. I laughed at it for the first hour because I didn't believe it. We were still knee-deep in the us vs. them civil war of Northeast hip-hop.

Pitchfork: Looking back, how real was that civil war between the underground and overground?

?: [laughs] Well, in the last days of March, 1997-- just three weeks after Biggie was killed-- I remember Mos [Def] hosted a Lyricist Lounge in New York with Q-Tip. He did an a cappella version of Slick Rick's "A Children's Story", which is on the Black Star record and is basically about people jacking 80s beats and making them their own, and ruining hip-hop at the same time. Of course, to people at the Lyricist Lounge, the evil villain of hip-hop at that time was Puffy.

So Mos gets to the very end of that rhyme: "Just another case about the wrong path/ Straight and narrow or your soul gets cast, goodnight!" And he does this freeze. It was like watching Jordan, game six. We are all like, "God damn!" And I'm going super over-the-top about this shit, high-fiving, all that.

You know the second that Michael Jackson and Ola Ray are surrounded by the zombies in "Thriller"? The camera focuses on her, and then she looks at Michael, and now he's a zombie, and then the camera goes backwards before they go into the dance. Well, that's basically what happened to me. Puffy was in my right peripheral, watching me going crazy the whole time. He was 14 deep with dudes dressed in all-black with black sunglasses. I literally went from, "God damn!" to "Oh, fuck." [laughs] I thought I was done.

"I felt horrible that Biggie thought we were even coming at him like that with the 'What They Do' video."

Keep in mind that this is on the heels of Biggie telling The Source how he had been the biggest Roots fan and took offense to our "What They Do" video, which mocked Biggie's "One More Chance" video. Listen, I hate videos. I'm meticulous on everything from cover art, fonts, productions, mixing. But when it comes to videos, I just feel so defeated. I don't pay attention. I slept most of the time they filmed "What They Do". I really didn't have a clue that we were mocking Biggie. And when we saw the final product, we thought, "OK, that's silly, go with it." [Biggie] didn't like that one bit, boy. I felt horrible that he thought we were even coming at him like that.

Back to the show-- when I spotted Puffy, Q-Tip just happened to be within reach. Unbeknownst to all of us, Tip had invited Puff so that Puff could sign Mos to Bad Boy. Tip was the only artist that had one foot in the Soulquarian underground and one foot in the champagne rap that was going on at the time. He was the delegate. So anyway, Puff's like, "Yo, I want a meeting now!" We went backstage and Tip's playing the role of Minister Farrakhan with me and Mos on the right, and Puffy on the left with his 14 hitmen. That's when I realized how he came into power. It was basically hearing Puff go off like he does at the end of "My Downfall" on Life After Death. Screamin' it. He was like, "Let me tell you something, playboy. Big had nothing but love for y'all motherfuckers! And y'all shitted on him! Y'all shitted on my man!" I thought we were in the principal's office. And he just went on and on for an hour. Thirty minutes into it, I realized I wasn't going to get killed. It was just strange.

So, it was with that apprehension that I took the Jay-Z call. At that point, Jay-Z was definitely part of them, not us. It was a dangerous thing to do. You had to choose sides. But, five minutes into it, I realized it was going to be OK. Doing the "Unplugged" thing finally took the scarlet letter off the Roots' lapel. That was the first time we were allowed to play reindeer games with people and not feel like we were outsiders. We were touring Europe most of the time, too. To be honest with you, I didn't even get to meet a lot of hip-hop royalty until maybe five years ago because we were always on the road. No one was ever around.

Pitchfork: During that champagne-rap period, did you legitimately dislike that style of music?

?: Around that time, the two key figures that I observed the most and had personal stakes in were Dr. Dre and Kurt Cobain. Dre marked the first time that a legitimate hip-hop figurehead was doing big numbers. And then, on the other hand, Kurt was definitely one of the three reasons why we were even allowed to sign to Geffen in '93-- because of all the money that Nirvana generated. Kurt Cobain represents a very legit, realistic outlook. Before that, in my head, to be a white artist was to be privileged. You celebrated the glamor and you got respect. But here's someone that was really taking a hip-hop stance on all of that. Who doesn't play their hit single in concert? Are you crazy? He took that nihilistic Sonic Youth approach, that tortured-everyday-guy thing, to the hilt.

Meanwhile, Dre definitely served as the blueprint for what would eventually be the black version of that, which is Ready to Die; everyone in that [Bad Boy] camp freely admits that The Chronic was the blueprint for Ready to Die, which it clearly was. The Chronic was grandiose. Prior to that album, hip-hop records would have the token R&B song with a singer on it that was trying to get on the radio. But The Chronic was the first record where that aspect was now blown-out into an album, and the street songs were in the minority. I thought, "That's cheating, right?" I was 23. I didn't know any better. I'm still hanging on with my rulebook and my Jungle Brothers records and all my Native Tongue rules. It just wasn't making sense to me.

The ideology of what I considered "real" hip-hop died at the 1995 Source Awards. I was literally at its funeral-- I sat three rows behind Nas. In the audience, the Bad Boy camp was on the far right, all the West Coast and the Southern rappers were in the middle, and on the far left were all the New York underground rappers like Wu-Tang, Mobb Deep, Nas, Busta Rhymes, and us. That was the day when Suge called out Puffy, and there were fights in the audience. I felt like a bomb was going to detonate.

Nas' body language that day told the whole story of where we were about to go. The more he got ignored for Illmatic, I literally saw his body melt in his seat. Almost like he was ashamed. He just looked so defeated. I was like, "Yo, he's not gonna be the same after this shit." None of us were the same after that day. I feel like the true underground lost its oxygen that night.

"After 2001, everyone in the Soulquarians blew up, which wasn't expected. We all got the success, and then everybody froze."

Pitchfork: How do you view the Soulquarians era-- when you were working with people like Common, D'Angelo, Erykah Badu, Q-Tip, and Dilla-- as part of that underground timeline?

?: The underground got a boost of adrenaline in '97, which was when we started gathering all the artists we were associated with at MCA Records. The Roots realized that the only way for us to contextually make sense was that we had to have at least ten other acts who were like-minded. There's no such thing as success on an isolated level. OutKast is associated with Goodie Mob and Organized Noise. There was the jiggy movement, the G-funk movement-- everything from Sun Studios to the Motown sound had associated artists.

Between '97 and 2003, our home base became Electric Lady Studios, primarily to record D'Angelo's Voodoo. But it really provided us a great reason to have extended slumber parties. It's where we ended up recording Common's Like Water for Chocolate and Electric Circus, Erykah's Mama's Gun, the Roots' Things Fall Apart and Phrenology, parts of Slum Village's Fantastic Vol. 2. Basically, there's 90 seconds in D'Angelo's minute, so if he's going to be at the studio at three, he's going to be there at seven. Which means that, from 11 a.m. to 7 p.m., me, Dilla, and James Poyser would work on Common stuff, and then we'd start fucking around with D'Angelo from eight until four in the morning. That was an ongoing system for six years. At one point, it just became such a factory that we would create five to seven tracks a day, and then people would just kind of auction on them. So Common was the initial owner of the music to D'Angelo's "Chicken Grease" and D'Angelo had "Geto Heaven, Pt. 2", and they just traded them. That was the golden era.

After 2001, everyone blew up, which wasn't expected. We all got the success, and then everybody froze. I always thought that we were going to be the Sonic Youth of hip-hop-- that we would never would cross the line ourselves, but we'd be the inspiration for a whole bunch of other cats. And then MCA imploded.

The end of it was definitely the Chappelle's Block Party concert. Common and Erykah had broke up, and [director Michel] Gondry's coming to me like, "Ahmir, you must make them do a song together!" They didn't want to perform with each other. We had to deal with whether the Fugees were going to show up or not. It was threatening rain.

Kanye was there and, at the time, he was just, like, Usher's opening act. But watching him control his marching band, I knew instantly that he was going to make noise-- just seeing how passionate his black audience was towards him. Of course, every demographic in every sector of the Roots' graph was anything but inner-city black youth. So seeing that power Kanye had, I thought, "Wow. This is when we're gonna hand the baton to him, and he's going to be the new leader." I was OK with it, but I felt a little sad. We had to regroup and start all over again.