"If you're under a certain age, how the f--- you know what jazz is? We all got the same reissues motherf---er."

The liner notes for Kendrick Lamar’s To Pimp A Butterfly might, at first glance, seem a little dense. Aside from Dr. Dre, the album’s executive producer, West Coast legend Snoop Dogg, and eternal hitmaker Pharrell Williams, most of the names are question marks for hip-hop fans.? For those who follow jazz, however, the liner notes were a revelation -- Grammy Award-winning pianist Robert Glasper, prolific crossover bassist Thundercat, and critically-acclaimed trumpeter Ambrose Akinmusire are all international stars within the genre.

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Digging deeper into the credits, the threads that connect the musicians behind Kendrick’s latest release emerge. Like the rapper, their roots lie in Compton and South Central L.A., outlining a family tree of L.A.’s mostly unsung jazz scene, simultaneously revealing how instrumental it’s been to West Coast hip-hop for decades.

Billboard spoke to four key players in this fascinating scene, revealing a shared history and mutual respect that would eventually yield the inescapably brilliant Butterfly.

On how the collaborators on To Pimp A Butterfly met:

Kamasi Washington (played saxophone and arranged and conducted the string section on TPAB): It's all family. Most of the guys that worked on Kendrick's record and on [Flying] Lotus's record [You’re Dead!], we've known each other since before we played music.

My dad's a saxophone player -- he actually played flute [on the album] -- so that's how I started. My dad and Thundercat’s dad played together, we've known each other since we were babies. Actually I knew Thundercat before, when he was just an idea, like, “Let's have another kid” [laughs]. His brother [Ronald Bruner, also on TPAB] and I had been friends since we were two.

L.A. is like a really big little town, where New York is like a really small big city. The jazz scene is spread out, so when people come here they don't really know where it is -- but we all grew up together. We all played in Multi School Jazz Band in high school, and we all grew up in Leimert Park, playing at the World Stage and Fifth Street Dick’s. When I met Terrace [Martin], we were teenagers.

Ambrose Akinmusire (played trumpet on TPAB): I've been friends with Terrace since I was about 16 years old. I came down to L.A. because I was thinking of going to CalArts. We had a friend in common [there]. That's the same time I met Ronald Bruner, and a lot of the L.A. cats.

Robert Glasper (played piano and keyboard on TPAB): The way I got involved was in 1996, when I was a junior in high school, I got elected for this all-star jazz band. Basically they pick 20 students from around the nation, and fly you to Vail [CO] to be in this high school supergroup. When I was there, I met Terrace Martin because he was a saxophone player. We were both like 15 years old.

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Terrace Martin (produced, and played alto saxophone, horns, Vocoder, and keyboards on TPAB): I was always playing jazz, because my father's a jazz musician. Thundercat is my cousin, so we're family -- we started playing music together all at the same time, as kids in junior high school and high school.

[After high school] I just still had the desire to produce records, because my early heroes were producers. I'd been seeing Dr. Dre since I was 5 years old. My [desire] to be Sonny Stitt?? and [desire] to be the new Dr. Dre -- they were equal.

At the time I didn't really feel the need to go to New York and play, because I was already playing with [jazz drummer] Billy Higgins in L.A. a lot, touring and everything. I was playing with him, and I was playing with [jazz pianist] Cedar Walton and different cats, so I mean -- shit, I grew up in New York all my f-----n life, so I was like, “I don't really want to live in New York, I'm going to stay in L.A.” I went to CalArts, and I started working with Snoop. I still played jazz, I just never put out any records.

RG: [Terrace] moved to L.A., became a hip-hop producer, started producing for Snoop, becoming the young Dr. Dre. I'd go out there, but I'd be with Roy Hargrove and Christian McBride, playing with jazz cats. And then going out there with my own piano trio -- I'd see him, but he'd be rolling like 20 deep with a hip-hop posse, with Snoop. I'm like, “What the hell -- our worlds are so different!”

AA: [Terrace] was doing the stuff for Snoop and everything. When I moved back to L.A., he was one of the first cats I called, just about collaborating.

KW: Myself, Terrace, Thundercat -- we all musically grew up playing with Snoop and the Snoopadelics (his band). I've played on a couple of Snoop's records -- a lot of my first gigs. My first major gig actually, I think, was with Snoop.

RG: So [Terrace] is in the hip-hop world, but he started off in jazz. He has a love for jazz. I started off in the jazz world, and then I started coming over to the hip-hop world. I started my hip-hop shit playing with Bilal?, in college. Then I became Mos Def?'s music director in like 2004 or 2005 -- whenever he used a band, he would use my band. I started doing a lot of stuff with Q-Tip, and that's when my hip-hop ??shit really started popping off.

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KW: I met Lotus a long time ago -- we did the John Coltrane competition. He was there with Ravi [Coltrane] -- he was like a little kid [Flying Lotus, aka Steven Ellison, is Coltrane’s cousin]. Years later, Thundercat started working with [Lotus], and reminded me about him. Lotus and I ran into each other randomly at a jam session -- he sat in, and we connected then. He asked me if I wanted to do a record with Brainfeeder.

AA: Those guys that are on the album, they've been playing together -- they grew up together. I think it's really beautiful that they've sort of stuck with their crew.

NEXT PAGE: MEETING KENDRICK

ON MEETING KENDRICK

TM: I met Kendrick when I was fresh out of high school. We all used to work at this studio in Carson -- the cat that owned the studio also owned the label, his name was Dude Dawg [Anthony "Top Dawg" Tiffith]. He's the one that started Top Dawg Entertainment. He set up a place, just a step away from gangbanging, where all of these badass kids could do music all together. That's all of us: me, Kendrick, Jay Rock, Sounwave -- that core system right there.

I've been working with him since day one. Literally, there's not a project over there that I'm not on, because that's us. From day one, that's just what it is.

KW: I remember when Terrace told me about Kendrick, and this was like 2009 or 2008 -- a long time ago. He was just telling me how dope this dude was. I think that's part of the reason he's such an amazing artist -- he's been in it for the long haul. He's new to a lot of people, but he's been in this for a while.

RG: When it was time for me to do my Black Radio record [Glasper's Grammy-winning 2012 release which featured Lupe Fiasco, Yasiin Bey (Mos Def), and Erykah Badu], I had already been collaborating with different MCs. I had peeped Kendrick Lamar's Section.80 -- one of my boys played it for me, and it was so musical and so jazzy. So when it was time for my Black Radio record, I wanted to get Kendrick on it. Terrace made that connection for me.

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He'd been telling Kendrick about me, and Kendrick heard some stuff and he liked it. He did a verse for me, for Black Radio. But he didn't like it, so we couldn't use it. So I have this verse in my computer that's amazing, but it wasn't up to his standards -- where he wanted it to be.

He's a perfectionist. I had heard that already, that he was a super, duper, duper perfectionist. He was like "Yo, I want to redo my verse," but this was literally when good kid, m.A.A.d city had just come out, so he left on tour. The timing just didn't work in our favor -- I had to put the album out.

NEXT PAGE: RECORDING TO PIMP A BUTTERFLY

RECORDING TO PIMP A BUTTERFLY

TM: [TPAB started] the last week of us doing good kid, m.A.A.d city. That last week, we already started brainstorming for this album. We started [recording] this album about six months after he came off the road from GKMC. We really locked into the album everyday, the past like... damn near year-and-a-half, every day. Like, I didn't even take other production work, or other gigs, nothing like that.

[Thundercat] was very pivotal on this whole project, man. I'm so happy I don't have to be around that motherf---er anymore. I was with him everyday for a year and a f---ing half. He says the most crazy things ever -- but on that instrument you can feel a sincerity, a seriousness through his music. Thundercat has a special gift in that whatever song he touches -- whatever idea he touches, turns into a song.

If he wasn't there [Dr. Dre’s studio in Santa Monica] playing, we were there eating Wokcano's together, drinking bourbon, tequila, whatever liquor there we had. This album is really a blur -- all I can tell you is we were all in the same room with good energy.

RG: When I go out to L.A., a lot of times I'll stay a few extra days to work with Terrace on stuff. I worked with him on his record 3 Chord Fold, and we just started making beats together and doing things together, because we're going to eventually form a production company.

TM: For the past three years, I've been playing heavy with Robert, so I've been back on my jazz shit. That's where my head was at. Me and Robert had been playing heavy with Thundercat, so we had kind of already been on a page. Kendrick took a liking to the page that we had been on, and was like, “You know what? Let's make that page bigger with my influences and your influences, and let's do something that we all never did.”

RG: We went into the studio to make some ideas for Kendrick's album -- this is prior to me going to the studio with Kendrick or anything. This was last year -- I was in L.A., and Terrace was like, "Let's get a band together and go in the studio, and just try to come up with some ideas for Kendrick's record." [The riff] was a little something I came up with in the studio, and we just started jamming on it. It was just something to have, and in the end it was like, "Oh, I don't think we're going to use any of it for the songs." But then they ended up tagging it on the end of "The Blacker The Berry."

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KW: Terrace is the one who brought me in on the Kendrick project. I was working on stuff for one of his albums, Velvet Portraits. So I played him some of my album that's coming out, and I have a bunch of strings on my album. [Terrace] was like "Oh, snap" -- I guess a light went off in his head, because he had been working on Kendrick's record for a long time at that point.

AA: So Terrace started working on the Kendrick album, and he kept being like, “Hey, you've gotta come by the studio and record something.” I was just like, “Yeah, whatever,” like, it's not really gonna happen. One night, I was like alright, I'm actually going to go, just to see what's going on over there. I went over, and the process was amazing.

TM: Dr.Dre [executive producer of the album] is one of my biggest influences. I've been following him around literally since the age of five. [On To Pimp A Butterfly] we would do a lot of records, and he would come in unexpectedly, pop in at the studio. He’d get everybody on their ps and qs, play a record, and be like "Yeah, yeah, yeah, I like that -- you know what? Try adding this or adding that." Those little elements he would say to change would make a world of difference. I'm not saying that because that's Dr. Dre, I'm saying that because, that's a bad motherf---er. That man's ears are f---ing -- he's just bad, he's just -- he's Dr. Dre. And I'm proud to say I come from that N.W.A umbrella. Dr. Dre is the hip-hop Quincy.

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KW: I came over, and they basically played the whole record for me, like three times. This was a few months ago, like end of December/January. It was trippy because the security was so tight. There was no taking that music out of the studio, so when he told me [to come in], he said I would probably have to write there.

They put me in a room, and Sounwave, Kendrick, and Terrace are just kind of sitting on the couch, looking at me. It was a little trippy. It was cool that Kendrick -- he's such a real musician, real artist -- that he was totally into it. It wasn't like I was just doing something that Terrace told me to do. Kendrick had his own ideas, and was very much involved in it. I work with other people, but they aren't necessarily always as involved -- not even close to that involved.

[Kendrick] was literally sitting, looking at me write out charts, and kind of interacting with what I was thinking [as I worked]. I'm trying to explain like, “I'm just playing these on the piano right now, but this is actually going to be a flute, and this is actually going to be a trombone, this is going to be a cello.” He's like, "Ok, ok," and he can hear it. He's a musician.

AA: Terrace was finishing up “King Kunta.” So they did that, and we were just talking and chilling, and it just reminded me of the way I like to record my records. Get the vibe, and just play -- and then you chop it up. They played like six or seven of the tracks, so I could get a feel of the album. I recorded on I think like four or five different songs -- they let me do whatever I wanted to do, so I just played. I think they chopped it up all over the place.

RG: With this, I was just literally in L.A., and he hit me up like, "Yo, I want you to come through to the studio, Kendrick's here, we want you to play on this song." I was in L.A. to record my new record -- the funny thing is, my whole thing now is getting away from the traditional way of playing jazz. I've been doing mixtures and, you know, trying to have my own sound. So it doesn't necessarily sound "swinging."

So I get a call to go to the studio and do this song with Kendrick. Lo and behold, it's this song called "For Free?" But it's straight-up jazz! The irony is, I go from the recording session for my album, where I'm trying not to swing and play jazz, to the most anticipated hip-hop recording session and that's the first thing I do; I'm swinging my ass off. I'm like, dammit, this is crazy.

KW: Kendrick, he has it in him. On "For Free?", the rhythms he's creating -- when I heard that, I was like, "Oh, so Kendrick, he's been into jazz for years." I remember Terrace told me that too, that [Kendrick] had just heard A Love Supreme for the first time. Like, that's amazing. Just because the rhythms he's putting in there are just so perfect. I was like, “So what does Kendrick play, bass? Is he a trumpet player on the side?” I mean he might be and just doesn't tell anybody.

AA: That's why I'm so into Kendrick. He really is improvising -- his phrasing, just the way he feels everything. It's really amazing. I mean things repeat, but when they do repeat it's different.

RG: So originally, [“For Free?”] was the song, because it was a jazz tune. Kendrick was there, and he had never seen me play live. So just when I was warming up, he was kind of floored, like, “This dude's killing.” And Terrace is like, "Yeah, motherf---er that's what I've been telling you." So, Kendrick was like, "Yo, can you play on this song?" and pulled up another song, and I would listen to it once, and then I would just play. He was like, "Play whatever you want, play what you feel."

He did this for nine songs. He was like, "That's crazy -- pull that song up, and that song up." Literally, for the most part, it was all one session. I went in there to play one song, and I ended up on -- that night I played on like nine songs. I think they ended up keeping six or seven...some of the shit is like interludes, and they didn't really credit the correct way. That's kind of hip-hop.

KW: That whole interview with Tupac [“Mortal Man”], first of all, I didn't know what that was going to be -- I just heard this poem and then I heard Tupac. It was so powerful. It completely blew my mind. Terrace and I -- we wanted to treat it like a movie, basically. We put one Coltrane thing on, and Kendrick just got it immediately. Like "Yeah, that's it, because it's gotta be like fire." That intense, 1960s jazz that people always associate with John Coltrane. That's what we were trying to get, because it felt like that, it felt like that time period when he came in, his energy. It just felt like the height of civil rights.

RG: I was heading back in L.A. -- going to the Grammys actually. Terrace hit me up like, "I need you to come out now -- like, tomorrow." He said, "Kendrick is putting this song on the album that has Tupac and him, like in an interview situation. I'm writing the music for it right now, and I want you to play piano on it." So I had to change my ticket, and get out to L.A. earlier, and that's when I recorded that very last piece, that suite. I never got to hear it -- I didn't know what it sounded like until [the day the album dropped]. We just played the music, played all these different movements, without me hearing the interview or knowing what it was going to sound like.

KW: I conducted [the strings] and everything. They're all classical players, and it was intriguing to them on a musical level. These are people who play Beethoven and Bach and Prokofiev and Debussy and Ravel all day long. It just shows that hip-hop, especially where Kendrick is taking it, is definitely musically -- not just in its popularity, or in the groove, but just musically -- on a level with anything else, and everything else. Taking it further, actually, because the rhythms -- what Kendrick is doing on top of it -- is taking it to another level.

NEXT PAGE: ON KENDRICK AND JAZZ

KENDRICK AND JAZZ

TM: John Coltrane, A Love Supreme. I played that for him for a reason. For one, that's not the record you introduce someone to [jazz] with. But I did that because he's so advanced. I told him on a text -- this record we're doing right now [To Pimp A Butterfly], this feels like your fourth or fifth record. It feels like your A Love Supreme. Like when Coltrane came to grips with the true spirituality part, and started giving up the horn technicalities and became deeply into the spiritual aspect, just getting really into improvising. I feel like Kendrick does this in his music.

He is the John Coltrane of hip-hop right now. Soft-spoken, extremely humble, and the motherf---er's always practicing. He's rapping -- while he's making eggs, that motherf---er's rapping. Like if you ask him what time it is, he's like [puts on nasal voice] "Time, time t-t-t-time." He's always focused, and he's always trying to push the envelope, just like Coltrane.

When Coltrane was able to get Elvin Jones, and Jimmy Garrison and McCoy Tyner together, I felt Kendrick did the same thing when he said, "You know what, I'm going to get this super crew together." It's kind of like the Miles Davis concept too, where his whole album is full of leaders. But, leaders that follow him -- [TPAB] is a fine demonstration of having the biggest ego in the room be the music. All of us have our own careers, and all of us play our own instruments, but we came with a common goal: to make sure he was satisfied and that the music would be there.

RG: He loves the music -- you can tell when you hear Section.80. You can tell when you hear GKMC. That's the great thing about Kendrick Lamar -- he balances everything out so well. When you want the gangster, there's the gangster in there. There's the backpack [rap] sound. There's the jazz sound. No matter what kind of music you like, you can kind of listen to this record and there's something about it you'll like. If you like soul, R&B, hip-hop, east coast hip-hop, there's a bunch of stuff in there. He's been able to like balance that -- and be on top at the same time. Not be the artsy guy that everybody kind of likes, but is on the low, like under-appreciated. He's like, on top.

TM: The deep shit about this is I've been praying for like 10 years that an artist [like Kendrick] will really look at cats like me and Robert and Thundercat, and put our music on a platform that the world can really embrace. I think it's entirely special that somebody like Kendrick, an MC, really fell in love with this whole jazz thing and really wants to help push jazz a bit further, and stay on his square with his hip-hop, and just do world music like that.

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RG: I applaud him for not giving in and just getting the obvious people that the industry thinks you should have on your album. Not going out and being like, you gotta have Nicki Minaj as a guest, you gotta have Rihanna. Because these people are on top. Kendrick is on top, so he can say who he thinks should be on top. He can say who's cool, and he chose to say Bilal. He chose to say Lalah [Hathaway]. He chose to say Rapsody. Thundercat. Myself.

TM: [Kendrick] just texted me -- his texts are like how he raps. Like, "Yo." You're like, "Hey, what's up?" He's like, "I wanna hear some more jazz. Canyougetmesomemorejazzpleaserightnow?"

So I'll send him the links to some more jazz. I just sent him some Miles Davis -- you know, the whole Bitches Brew shit. Right now I'm giving him a lot of the popular things that he can pull from, that have a lot of information [about them] online. Once I get him through that, then my next step is to give him like the esoteric shit. More different [stuff], like Bill Evans Trio records, Lonnie Smith records, early Herbie [Hancock] shit. We gonna keep digging.

Just like we did with jazz, we did with Sly Stone too, we did with all the gangster shit, we did with Jay Z, we did with Count Basie -- like, we dig.

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AA: Terrace is a real dude though. He's one of the few guys out there who really knows jazz, and knows hip-hop, and knows the business, and can really sort of bring in the two worlds together. He's kind of the leader of that, in my opinion -- just being on the jazz side and having friends in the hip-hop world. He's one of the few cats that understands how to communicate with both sides.

It was a big thing that he asked me to do it. They didn't really need me to do it -- anybody could have really done that -- but I think he knew that it was important to have me there, and for it to be a jazz collaboration.

NEXT PAGE: JAZZ AND HIP-HOP

JAZZ AND HIP-HOP

TM: I think after this album right here, people will be like "It's ok to do that kind of shit [jazz and hip-hop] on an album.” People used to say that there's too much music or the sax is too soft or there's too many chords -- a lot of people used to say that to me. It was hard getting work for a certain amount of time, for me, because I've always had this same jazzy musical style. F---ing punks. Now look at them. I told y'all motherf---ers to let me play the horn.

RG: I wouldn't say it's a trend, because I don't see many other people doing it. The band thing was already kind of here, and then left, and now it's kind of coming back. I think it's something that maybe used to trend, and is now coming back.

KW: Music is all connected -- we put different labels on it but hip-hop, in a way, already is jazz. Like funk is jazz and jazz is funk, jazz is hip-hop. It's all the same thing. If you really can hear it, it doesn't matter if you have a message behind it -- you'll understand it.

Especially American music, especially African-American music -- it's really one thing. It's just a very wide thing, so we take labels to kind of compartmentalize it. It's just like back in the day -- all your favorite Marvin Gaye records and James Brown records, jazz musicians are playing on.

AA: I really do think that jazz and hip-hop are not like each other, they are the same thing. So, it's kind of an oxymoron to me when you say jazz/hip-hop collaboration. If you really look at [jazz in] the '70s, with the electronics and stuff like that, I think hip-hop picked up right where that left off. I think that's the natural progression of jazz, and I think this album proves that.

TM: To me, if you're doing that, you are definitely up under the [A] Tribe Called Quest umbrella. That's a big influence to us too. We just wanted to pay homage, and just put another pump in that so the new kids can have something to reference. The mentality in jazz is each one teach one, so we want to bring that into hip-hop, and into all other forms of music. The easiest way to do that is through music.

I fell in love with the saxophone by listening to A Tribe Called Quest, Midnight Marauders and The Low End Theory. I think that is the importance of hip-hop and jazz -- they're both closely related, and once you hear jazz, you always want to look something up, like "Let me look up who played this song," or "Let me look up more jazz." I think it helps people really want to dig in and learn more about what they're listening to.

Jazz people can be pretty close-minded. Like when Robert [Glasper] first came out, a lot of the other jazz cats were like "Oh, that's not jazz." I'm like, if you're under a certain age, how the f--- you know what jazz is? We all got the same reissues motherf---er. Stupid ass. If you under 50, we all got the same motherf---in reissues, and you ain't seen Charlie Parker play, punk, so it don't matter.

KW: Even a lot of people who are fans of music might not be familiar with jazz. [The thing is] they are actually, and just don't realize that like, the elements of Robert Glasper [for example] are in J Dilla?, and A Tribe Called Quest. They're in there, and you like that -- so many of the samples you hear, and so many of the things that people gravitate towards, are jazz. You just didn't know it was jazz because it was called something else.

Kamasi Washington's album The Epic will be released May 5. Robert Glasper's album Covered will be released June 16, and his most recent release Black Radio 2 is available on iTunes. Terrace Martin's album Velvet Portraits is slated for release this spring. Ambrose Akinmusire's most recent album the imagined savior is far easier to paint is available on iTunes.