Anthony “Top Dawg” Tiffith, an imposing figure at 6 foot 1, tends to wear a stern look under his signature red baseball cap. It’s a face sculpted on the streets of Watts, Los Angeles, during the drug-infested ’70s, ’80s and ’90s. But on this September afternoon, climbing a set of stairs to the lounge of a Hollywood studio, the 47-year-old founder/CEO of Top Dawg Entertainment, known to his friends as Top, is in a jovial mood. He just spent a few private moments trading jokes with TDE’s co-president, Dave Free, that left the two doubled over with laughter. And after that, in between stone-faced poses for cameras, he was cracking up with Kendrick Lamar, TDE’s MVP -- or, as some would argue, simply the greatest rapper alive.

Lamar’s in a fine mood, too, as he follows Tiffith up the stairs. You’d never know from his calm, coiled energy that only four days before he wrapped his 36-date North American tour, DAMN. (And, less than a week before that, put on a riveting, pyrotechnics-filled performance that opened the MTV Video Music Awards.) It’s Tiffith who takes the seat at the head of the conference table -- Lamar, 30, sits to his left -- and starts the conversation off by smiling and saying, “I’m on the cover, so I decided I’ll speak a little bit. Not a lot, just a little bit. I like to stay behind the scenes and let my artists do their thing.”

Letting his artists do their thing, Tiffith -- who rarely gives interviews (he last spoke to Billboard in 2014) -- has seen TDE grow into arguably the most important independent label in hip-hop. The company he founded in 2004 and runs with Free and co-president Terrence “Punch” Henderson has captured 4.72 percent of the overall market share in R&B/hip-hop this year to date (up from 2.22 percent this time last year), Billboard estimates based on Nielsen Music sales and streaming data. More importantly, TDE now provides the model for how to balance artistic integrity and massive commercial success.

Lamar, of course, has been central to this. In April, his latest album, DAMN., debuted at No. 1 on the Billboard 200, becoming the top-performing album of 2017 so far (it has earned 2.25 million equivalent album units), and won Lamar the greatest critical praise of his highly acclaimed career. But Lamar’s just one part of a roster that includes, among others, original signee Jay Rock; cerebral lyricist Ab-Soul; ScHoolboy Q, whose last two albums debuted in the Billboard 200’s top five; and singer SZA, whose debut, CTRL, released in June, has her pegged as a contender for best new artist at the next Grammys.

“The thing with TDE,” says Lamar, “is it was all ours -- an independent deal from the jump. I came in at 16 years old, so it’s all I know.” TDE patiently grooms all of its artists, building their careers until they have their pick of major labels to help take them to the next level. Lamar released five mixtapes and one independent album, 2011’s Section.80, before cutting a deal with Aftermath/Interscope, and SZA put out two mixtapes and an EP before TDE partnered with RCA for CTRL. “It’s a family type of environment,” says Lamar. “It’s not just all about making money every day.”

The relationship between Top and Kendrick, confirms Tiffith, “is like father, son, partner,” and the two are relaxed and respectful in each other’s presence, interrupting one another only to double down on a point -- or get a laugh. Tiffith, who refers openly (although not in detail) to his previous life as a “hustler,” built TDE’s recording studio in his home, years before recruiting Jay Rock and, in 2004, meeting Lamar. “When shit goes bad,” figured Tiffith, “I’m going to do this.” And when his name eventually “got hot” with the authorities, it was Tiffith who actually recorded his artists in the studio. “The mixes was terrible,” he admits. “Terrible!” adds Lamar. Now, TDE is about to launch a film division. “People really don’t know that Kendrick owns a percentage of TDE,” says Tiffith with no small measure of pride. “The movie, the TV shit that we’re working on, Kendrick’s going to be executive producer on whatever we do.”

Top, how did you encourage creativity in your artists early on?

Anthony Tiffith: Growing up in the era of the gangsta shit, a lot of my friends were getting killed, a lot of friends were in the pen, I got shot. When I got with the [TDE artists], it was up to me to show them something different -- to lock them in my studio and make them build a bond as brothers, and struggle a little bit. I had the money to do whatever I wanted, but they weren’t going to appreciate shit if I just handed it off to them. So they were rushing to McDonald’s to look at what’s on the dollar menu, or going to get a River Boat special from Louisiana Fried Chicken. But I was showing them family life because my family lives in this house, too.

What made you trust these kids?

Tiffith: Me being in the streets all my life, I judge people pretty good. Jay Rock is from my hood, Nickerson Gardens. I was chasing him around, and he hides, thinking I’m trying to discipline him about some bullshit. I finally catch him while he was getting a haircut: “Yo, you rap. I’m trying to do this shit. Let’s go.” Dave [Free] was a computer dude, he came to fuck with my computer and played [Lamar’s] music.

Free told me he broke it more, though.

Tiffith: [Laughs] My computer was in a thousand pieces. He was trying to figure out which screw goes where. These dudes, they were hungry. They wanted to win.

How hungry were you, Kendrick?

Kendrick Lamar: I was too hungry, man. The summer I came over there, everyone was getting murdered and shit. There was a real war with my section and, like, two neighborhoods down the block. Compton [Calif.] is small, so n---as be warring on corners. By the grace of God, we found the studio.

And Top’s studio was free.

Lamar: You hear about homies going to studios and they’ve got to rush their verses, hurry up before somebody else comes in. I got to actually do a verse, scrap it, do it over and just perfect my whole shit. And that gave me the upper hand among other artists. All of us at TDE, that gave us an upper hand. Everybody [else] was just trying to get a hit record.

Top, why did you turn to music?

Tiffith: My uncle, [gang leader-turned-community activist] Mike Concepcion, did music. I watched him. He had a bunch of producers, and then he wound up working with artists like Rome and Sylk-E. Fyne.

He put together the 1990 West Coast Rap All-Stars anti-violence song “We’re All in the Same Gang.”

Tiffith: Yeah. Watching him while I’m in the streets, I’m like, “That shit looks super easy. When this goes bad, then I’m going to do that.” I built my studio seven years before I even fucked with music. Once this shit got super hot, they swept my neighborhood. And I had that plan ready, to go from here to there.

So it could’ve went either way?

Tiffith: They made me do this. [Laughs] When I built my studio, I was looking for equipment -- I’m not going to name where I got it from. When we picked it up, this dude told me he could help put it together. [Later], I go and pick the dude up, and I say, “Yo, I got to blindfold you.” He’s like, “What?” I’m like, “Lay down back here. I’m not going to do nothing to you. You don’t need to know where you’re going. I don’t want you coming back, stealing my shit.” He’s like, “Oh, yeah, I understand.” I get home, pull into the garage, and my girl’s there. So when I was like, “Come on,” he pops in with the blindfold, and she thought I had kidnapped the n---a. Like, “What the fuck is going on?”

Lamar: This dude got stories like this all day.

Tiffith: The next day, when he got in the car, he was looking for his blindfold. [Laughs] All that was just the beginning, man. When [the artists] first came, I’m trying to learn how to work the equipment. So I’m recording and all kinds of shit. This is me, though. Anything I deal with, I need to know something about it. So I was like, “Let me figure this shit out.”

Kendrick, what was your goal recording the early mixtapes and The Kendrick Lamar EP?

Lamar: That shit was like boot camp. Getting in there and learning how to rap, put words together, freestyles and bars and shit. As time progresses, you develop. I remember coming to Top like, “Hey, I want to change to my real name [from K.Dot].”

What did he say?

Lamar: He’s like, “Man, that shit sounds hard.” He was with it. “Man, that shit sounds like a cologne.” [Laughs]

Tiffith: That was the first thing that came to mind.

Lamar: Like, that sounds like cologne -- we can sell that shit! I’m thinking, “What’s the [musical] approach?” It’s got to be real, it’s got to be my story. It’s got to be some shit that not only I feel, but everybody else can feel. That was the initial idea: I’m going to give a small piece of my backstory before my debut album. Because good kid was already prepped.

You were already working on good kid, m.A.A.d city?

Lamar: Yeah, we did good kid about three, four times before the world got to it.

Meaning new songs?

Lamar: New songs, new everything. I wanted to tell that story, but I had to execute it. My whole thing is about execution. The songs can be great, the hooks can be great, but if it’s not executed well, then it’s not a great album.

Top, who did you look to as an example once you found success?

Tiffith: I learned from my uncle. When I got in the streets, he was always like, “Be low-key. Don’t be no loud n---a.” And just watching, like, JAY-Z and Puff. I don’t dance. I can’t jump in no video.

People have compared you to Suge Knight.

Tiffith: Have you seen any of his qualities in me? You’re not seeing me go crazy, beating on anybody, arrested every week. If they were talking about success, I would’ve been cool with that because he had great success. But they judge us brothers like that. They put us all in the same box.

What do you miss about the early days?

Tiffith: I miss the grind. That uncertainty about everything, but knowing that I got some talented motherfuckers that can actually take over this game. Then, the bullshit happened at Warner Bros. [TDE’s deal with the label soured after a restructuring there.] So now, we have to regroup. I sit down with everybody and say, “Yo, it’s time to go hard. Fuck chasing these labels. We’re going to make these labels chase us.” Going with Dr. Dre [at Aftermath/Interscope] was a plus because we all love Dre. Kendrick remembers Dre from when he was hanging on his daddy’s neck. He come from what we come from. To be able to walk out in his backyard and see the whole fucking world, point to your neighborhood -- that’s inspiration, bro. And he’s like, “Top, y’all can have all this.” He never tried to interfere with what we do. Like, “Y’all came in winning. Do what y’all do.”

Kendrick, how have your relationships with the other TDE artists changed?

Lamar: Being a fan of groups and labels, you hear stories of motherfuckers fighting, this one jealous of the other. Those cats never had brotherhood from the jump. I still can look in [ScHoolboy] Q’s eyes, and he can still look in my eyes, like, “N---a, I know.” Or Rock. I know what we did to get here. No matter how far we get, we’ll always have that bond, period.

The crowd was so eclectic at the DAMN. tour stop I saw. What are people gravitating to?

Lamar: It’s a personal connection and the experience of freedom. When I say “freedom,” it means creating, being able to do what I want, to where you feel liberation from it. They already have a personal connection, because I’m talking about issues in my music that not only I go through, but the audience is going through.

Who gave you that feeling before you were an artist, when you would go to a show?

Lamar: I didn’t even get to go to a show. Back then, we didn’t have the money for it.

What was your first concert?

Lamar: When I went on tour with The Game [and Jay Rock, in 2006] -- that was my first show.

Growing up, you never saw a show?

Lamar: Mmhmm. That shit cost money. Gas money. Me being onstage is me fulfilling two different things -- performing and getting to enjoy it like the people enjoying it.

On “Duckworth,” you describe how, years ago, Top almost robbed a restaurant where your father, Ducky, worked. Did you play the song for Top?

Lamar: Yeah. It’s a story that we both knew. But I think he was kind of blown away by the fact that it was executed within three, four minutes. I didn't approach it right the first two times. And I knew these were my three favorite [9th Wonder] beats. I just wrote, wrote, wrote until the idea finally came.

How was it putting some of the tougher things in? Like, about Top’s family?

Lamar: He can tell you about that part. [Laughs]

Tiffith: I got a phone call from my momma: “What’s going on?” I said, “Nothing.” She said, “Your brother just told me Kendrick called me a crackhead!” [All laugh.] She was just fucking with me. That’s a story I told [Lamar] probably 10 years ago, and we hadn’t talked about it since. When Kendrick first came around, I didn’t know who his pops was, but I saw him when we went to the swap meet one time. He was security, so he had a big-ass gun, longer than his leg. When we got back in the car, [I started] telling Kendrick all my struggles growing up. But he just kept all that shit locked in his head for, like, 10 or 11 years. And when I came and he played that shit, it touched me like a motherfucker.

How would you two define your relationship?

Tiffith: I trust his judgment, he trusts mine. Some shit I’m tripping on, he might call me and change my whole mind about it.

Lamar: You don’t get too many people like him this side of the neighborhood. A lot of motherfuckers want you to see them down just like them. Or don’t want you to come up like them. If it weren't for him, I’d probably be sitting around with this motherfucking money and face and platform and not doing shit because I didn't have the proper guidance to know exactly what to do and how to inspire the next kid.

Dave Free & Punch On Taking TDE To The Next Level

Tiffith’s seconds-in-command, TDE co-presidents Dave Free and Terrence “Punch” Henderson, reflect on building the business.

EARLY DAYS

Henderson: Kendrick and me have a similar vision. I’m from Watts, he’s from Compton -- that’s the city next door. We both had both parents in our careers at all times. Those life experiences were instrumental for me.

Free: I was the first one to focus all our energy toward the internet. I worked with technology for the school district; I went from producer to DJ to that.

ENTER KENDRICK

Henderson: He probably won’t admit it, but Top didn’t get Kendrick early on. That’s why I think my relationship to Kendrick was so interesting: I got what he was doing.

Free: The first meeting [with Top] was Kendrick saying, “I’m ill,” and Top saying, “All right, prove it.” Kendrick got into the booth and rapped for an hour straight.

Henderson: I remember Kendrick coming straight to the studio from his graduation ceremony, and another time, with his security uniform on. This rap stuff wasn’t bringing in no money [yet], and his pops made him go get a job! He took his jacket off and went right in the booth.

A LEADER'S EVOLUTION

Free: Top’s always been the same person: The strategy is the same, just magnified.

Henderson: He always had the business acumen, but comin’ in, he ain’t know nothing about music except for oldies and gangsta rap. To see him learn the music, that’s where I’ve seen the most growth in him.

THE NEXT EPISODE

Henderson I always love to learn. That’s why working with SZA has been so refreshing for me; working with a woman is completely different.

Free: I put in my 10,000 hours. Everything that we’ve ever done was to get to this point.

Henderson: It’s like a family. If [ScHoolboy] Q irritates me, I go in on Q -- that’s cool. But if somebody outside the family goes in on Q, they going to have a real problem with me. I guess I’m like the older brother. Top is the top.

Kendrick Lamar and Top Dawg during the photo shoot for their Billboard cover:

This article originally appeared in the September 23 issue of Billboard.