On October 11, 1995, Tupac Shakur, rap music’s preeminent provocateur, was sprung from the Clinton Correctional Facility in Dannemora, New York after eleven months in bondage on a sex abuse charge. He climbed into a white limousine parked outside the prison’s walls and got on a cross-country flight to Los Angeles, anxious to connect with the members of his new musical family, Death Row Records. He started recording almost immediately and four months later, on February 13, 1996, Death Row unleashed Tupac’s fourth solo album, All Eyez On Me. This article written in celebration of the twentieth anniversary of that historic album attempts to place it within the context of Tupac’s catalogue, relate the story of its creation, and highlight some of the more important facets of this, Tupac’s best-selling and arguably most important album.

The music Tupac Shakur recorded is among the most personal in Hip Hop history. For that reason, it is important to get some background in order to understand All Eyez On Me. A good way to begin doing that is to compare it to Tupac’s previous album, his melancholy masterpiece, Me Against the World.

Me Against the World was written and recorded during an especially stressful period of Tupac’s life. He was “catchin’ cases all across the nation,” legal fees were piling up, and his grasp on both his life and freedom was tenuous. That dark space Tupac found himself in is clearly reflected in the music he recorded during that period. Loneliness, guilt, resignation, and even suicide are some of the depressing themes that make Me Against the World Tupac’s bleakest personal statement. As suggested by the title, Tupac finds himself alone for the majority of the album. The relative absence of guest appearances makes listening to it feel like you are taking Tupac’s confession.

Me Against the World’s solitary and contemplative nature is sonic, too. In 1993 and 1994 (when Tupac cut the songs on Me Against the World), the hottest sound on the streets was the G-Funk pumped out by Death Row Records, the label he refused to join in the years before his imprisonment. Instead of cashing in on Dr. Dre’s much imitated style, Me Against the World features what might fairly be characterized as Tupac’s most East Coast-sounding production. “Old School,” Tupac’s tribute to Hip Hop’s roots, in particular reveals his love and respect for the New York-based artists who paved the way for his career.

Me Against the World’s cover artwork matches the album’s solemnity. Tupac stands slanted against a wall, a look of serious thought on his face. He is dressed conservatively and the watch on his wrist is the only piece of jewelry visible on his body. The subdued color scheme captures the monochromatic mood of the album inside.

The cover art of All Eyez On Me tells a very different story. A color photograph of Tupac dominates the square frame. Unlike on Me Against the World, Tupac is decked out in diamonds and gold (platinum had not yet become the standard in Hip Hop jewelry). A Presidential Rolex watch and Rolex wristband are visible on his wrists and iced out rings can be seen on his fingers. Most importantly, Tupac holds up his new Death Row pendant for the camera, announcing his rebirth as an inmate of the most infamous record label of his time. Along with the flashy jewelry, Tupac’s clothing suggests a lifestyle upgrade. Instead of the casual denim and dress shirt he sports on Me Against the World, a black leather Jean-Paul Gaultier vest adorns his tattooed body. Tupac’s demeanor has changed as well. His red-tinted eyes evidence his habitual use of marijuana and the “W” shaped sign he makes with his right-hand declares war on newly-made enemies. His new label’s penchant for hand-drawn artwork is apparent in the booklet. A painting of Tupac and his homies by Ronald “Riskie” Brent and Henry “Hen Dog” Smith graces its pages.

All Eyez On Me’s Original Title

Tupac’s chaotic personal life had a symbiotic but ultimately self-destructive relationship with his music. Some knowledge regarding the circumstances he found himself in during the All Eyez On Me recording sessions is therefore helpful when learning why this album is different from prior works. As noted in this article’s opening paragraph, Tupac dived into creating All Eyez On Me immediately after being bailed out of prison. He was a man possessed. He wrote few if any songs while incarcerated and needed to exorcise the demons trapped within him. It did not take long for them to break out. After stopping at El Pollo Loco, he recorded two songs (“Ambitionz Az a Ridah” and “I Ain’t Mad at Cha”) on his first night as a free man.

Tupac might have been the hardest working artist Hip Hop has ever seen. He maintained a relentless pace while recording All Eyez On Me, burning through DATs (Digital Audio Tapes) and monopolizing both studios at Can-Am (a studio in Tarzana, California where most of Tupac’s Death Row era songs were recorded). Producer and frequent collaborator Johnny J joined him shortly after he arrived. “Me and [Johnny J] keep coming up with new songs till people start passing out. Then we come back early in the morning and start over.” As was the custom at Death Row, all hands were on deck for the label’s newest star. Beats that had already been recorded over by other inmates (including those for “Can’t C Me,” “Got My Mind Made Up,” and “California Love”) were given up for All Eyez On Me. Tupac wanted to set a mark for the fastest recorded album in history and earned the nickname “One Take Tupac” among producers and engineers for his breathless efficiency on the microphone.

Tupac recorded dozens of songs by the time the sessions ended in December 1995. Many of the songs he left on the cutting room floor were remixed and released after his death (such as “Letter 2 My Unborn,” “Still I Rise,” “Still Ballin’,” “Secretz of War,” “Better Dayz,” “There U Go,” “Whatz Next,” and “Don’t Stop the Music”), some remain unreleased (including “The Struggle Continuez,” “Can’t Fade Me,” “Where U Been,” and “Komradz”) , and a few (“Blunt Time,” produced by Dr. Dre, and “Ma Babiez Mama”) have never been heard by the general public. At least a few of those leftovers have become as highly regarded as the best songs chosen for All Eyez On Me.

Euthanasia was the initial title for Tupac’s Death Row debut until it was wisely changed to All Eyez On Me during the recording process. Tupac lived in a fish bowl. As he explained to MTV’s Bill Bellamy in December 1995, “It’s called All Eyez On Me. That’s how I feel it is. I got the police watching me, the Feds. I got the females that want to charge me with false charges and sue me and all that. I got the females that like me. I got the jealous homeboys and I got the homies that roll with me. Everybody’s looking to see what I’mma do now so All Eyez On Me.” The album was originally intended for a Christmas release but was pushed back as Tupac continued to record and shoot videos for the album’s singles. Death Row was a hectic place to be as the February release date approached. “M.O.B.” was left off of the album’s second disc when its master tapes could not be found and a sample clearance delay prevented the original version of “California Love” from being included (a remix, allegedly ghost-produced by Laylaw, was substituted).

Both Tupac’s incarceration and release from prison profoundly affected All Eyez On Me. As discussed above, Tupac’s strenuous work ethic became even more tireless while he was signed to Death Row. A major reason why is because of Tupac’s legal status. He was on bail pending the appeal of his sex abuse conviction and, as any criminal lawyer knows, the odds of successfully appealing a conviction are long. Tupac knew he would probably have to return to prison if his appeal was denied (he told singer Dorothy Coleman that “We gotta get this done. I ain’t gon’ be here long” during the recording of this album). Recent events in Tupac’s life outside the prison system also weighed heavily on his mind during the All Eyez On Me sessions. He suffered multiple gunshot wounds during a botched robbery at Quad Recording Studios in New York on the eve of his sex abuse conviction. His morbid premonitions felt realer than ever to him at Death Row and he wanted to make sure there was a vault of recordings “in the event of [his] demise.”

Other pressures related to Tupac’s new-found freedom also made a mark on All Eyez On Me. Tupac had languished in prison for months until Death Row CEO Suge Knight stepped forward to take him off of Interscope’s hands. Although Tupac was wary of joining forces with Death Row (he allegedly told former manager Watani Tyehimba that he was “selling [his] soul to the devil”), he felt he owed Suge for getting him out of the hell he found himself in at Clinton. Tupac had a burning ambition to build on the foundation laid by Dr. Dre and Snoop Dogg and take Suge’s budding empire to heights never before imagined. All Eyez On Me is a larger than life and highly polished commercial album because of that desire. It is a 27 track strategy for a takeover of the rap music game.

2Pac & Suge Knight’s Takeover

The takeover plotted by Tupac and Suge was a hostile one. Battle lines dividing the coasts were drawn before Tupac even set foot in Los Angeles. His April 1995 Vibe magazine prison interview detailing the shooting at Quad Studios ruffled feathers in New York and Suge’s friend Jake Robles was murdered in Atlanta in September 1995, allegedly by a bodyguard of Bad Boy Records CEO Sean “Puff Daddy” Combs. Tupac felt betrayed by Combs and The Notorious B.I.G. for their words and actions following Quad Studios and his anger is palpable on All Eyez On Me (he promises “Revenge on them niggas that played me / And all the cowards that was down with it” on “Ambitionz Az a Ridah”).

Tupac saved the most personal rebuke on All Eyez On Me for Randy “Stretch” Walker, however. Stretch had been a close friend and frequent collaborator of Tupac’s since the beginning of their careers. Stretch was in Quad Studios’ elevator with Tupac during the robbery and Tupac could not understand why Stretch had laid on the floor instead of resisting with him. Stretch passing on a message from the person responsible for the assault (“Don’t go to war unless you got your money right”) probably did not help their relationship. Tupac recorded “Holla at Me,” one of his most personal diss songs, for All Eyez On Me (it’s track three on disc two). Stretch, the song’s target, would never hear it. He was murdered in Queens on November 30, 1995, the one year anniversary of Quad Studios. Tupac denied any involvement in his death. He rhymes, “And that nigga that was down for me, rest the dead / Switched sides, guess his new friends wanted him dead” on The Don Killuminati’s “take no prisoners” finale, “Against All Odds.”

Despite the enmity between Tupac and some of the cliques bubbling on the East Coast, All Eyez On Me features the longest and most geographically diverse list of guest artists of his career. The Outlawz (most of whom hail from New Jersey), Redman, and Method Man are from the East. (The Notorious B.I.G.’s wife, Jersey-raised Faith Evans, scandalously contributed the hook for “Wonda Why They Call U Bytch” before Bad Boy Records quashed her appearance.) The Bay Area, where Tupac first achieved fame, is represented by E-40, Richie Rich, Rappin’ 4-Tay, B-Legit, C-Bo, and Dru Down. Death Row’s legendary roster has its fingerprints all over the album as well. Dr. Dre, Snoop Dogg, Daz Dillinger, Kurupt, Nate Dogg, Jewell, Danny Boy, and Michel’le all contribute memorably. George Clinton, Roger Troutman, and K-Ci & JoJo are among the remaining notable artists on Tupac’s squad. All Eyez On Me’s motley crew is an anomaly in Death Row’s history. Up until Tupac’s arrival, Death Row albums rarely featured outsiders.

All Eyez On Me’s soundscape is similarly varied and of high quality. It was expertly produced, recorded, mixed, and mastered on top-notch studio equipment like the Telefunken U47 tube condenser microphone (Tupac told engineer Rick Clifford that he had never heard his voice sound that clear before). Some of the most talented producers of its era are credited on All Eyez On Me: Dr. Dre, DJ Quik (as David Blake), Daz Dillinger, Johnny J, Jodeci’s DeVante Swing (with a little uncredited help from Timbaland), DJ Pooh, Rick Rock, Mike Mosley, and QDIII among them. Skilled session musicians were hired to replay samples, keeping down costs and leading to a fuller sound. Once Tupac had laid down his vocals, DJ Quik (who mixed about half the album) and others put the finishing touches on the songs, lending them a sheen alien to Tupac’s Interscope recordings. Me Against the World feels claustrophobic in comparison. All Eyez On Me is Tupac’s most universal album and was designed to be “played at high volume” during house parties, not studied in the dark with headphones.

The Disc 1 Versus Disc 2 Debate

The songs of All Eyez On Me combine into one of the most complete displays of Tupac’s lyrical and storytelling gifts. For all of Me Against the World’s soul-searching, it is a more one-dimensional portrait of Tupac’s personality and talent. Tupac was not always serious, sad, or thoughtful. By all accounts, he had a great sense of humor, loved the good life, craved fame, and was a very sexual person. Those and other facets were underdeveloped on Me Against the World. All Eyez On Me’s 27 tracks form a Tupac collage. He trades braggadocious bars with Tha Dogg Pound, Method Man, and Redman on “Got My Mind Made Up,” shows “California Love” with Dr. Dre and Roger Troutman, tells a comical true story about a trip to Las Vegas on “Check Out Time,” and concocts a drink “guaranteed to get the pussy wet and the dick hard” on “Thug Passion.” Tupac’s romantic side shows up on “Heaven Ain’t Hard 2 Find,” as well.

All Eyez On Me contains some of Tupac’s most memorable songs and greatest verses. The first disc alone is one of Tupac’s greatest achievements but he did not stop there. The deeper cuts for Tupac’s more devoted fans fill out the second disc. That is where hardcore listeners most feel the love he had for his Northern California roots and can appreciate the least discussed tracks of this seminal album.

It should not surprise you that All Eyez On Me became such a staggering success. The album is exceptional in every way a Hip Hop album can be measured and Tupac worked his ass off to help ensure its place in history. In addition to the long days and nights he put in recording it, he did countless interviews, filmed seven music videos, and performed onstage in Las Vegas, Cleveland, New Orleans, and Hollywood to promote its release. His hard work was rewarded. One of All Eyez On Me’s singles climbed to number one on Billboard’s Hot 100 (“How Do U Want It”) and the album itself premiered at the top of Billboard’s pop album chart despite its unusually high price tag. Fuck what you’ve heard. 1996 was a glorious year in Hip Hop music: NaS’ It Was Written, Jay Z’s Reasonable Doubt, Mobb Deep’s Hell on Earth, Snoop Dogg’s Tha Doggfather, The Fugees’ The Score, Ghostface Killah’s Ironman, and Outkast’s ATLiens are just a few of the important albums released that year. Despite the crowded field, Tupac’s All Eyez On Me’s shadow looms large over all of them. It is among just eight Hip Hop albums to be certified diamond (representing 10,000,000 records sold in North America) and Tupac is one of only two Hip Hop artists who have more than one diamond release (Eminem is the other).

Despite its popularity, All Eyez On Me has its critics. Many people, contemporary critics like Rolling Stone magazine included, have accused Tupac of becoming a “gangsta” caricature of his formerly nuanced self on this album. While All Eyez On Me shows Tupac at his most unrepentant (he told The Source that “it’s not politically correct. I just got outta jail. I didn’t really give a shit”), that side of his personality was nothing new. Anyone familiar with Thug Life’s Volume 1 will attest to that. All Eyez On Me’s content is richer than critics give it credit for, too. “Life Goes On,” “Only God Can Judge Me,” “I Ain’t Mad at Cha,” “Shorty Wanna Be a Thug,” and “Wonda Why They Call U Bytch,” are some of the songs on All Eyez On Me that depict the moral ambiguity of Tupac’s world.

Perhaps the most repeated criticism of All Eyez On Me in the two decades since its release is that it is too long. It was the first Hip Hop album that could not fit on a single compact disc (it spans four records) and its two hours and twelve minutes running time was the longest in rap music history to that point (it is more than twenty minutes longer than The Notorious B.I.G.’s similarly criticized double album, Life After Death). Many say that the second disc is weaker than the first and commonly cite disc one’s closer, “What’z Ya Phone #” (an homage to The Time’s “777-9311”), as a song that should have been culled. While there may be some merit to that critique, “Phone #” has its charms apart from the phone sex outro and many of the songs on the second disc marked for destruction by some listeners are favored by others. In this day and age when listeners can easily create their own All Eyez On Me playlists, the question of whether or not it contains too many songs seems less and less important.

All Eyez On Me’s Legacy

Ultimately, Tupac’s incredible gifts carried the day despite the naysayers. All Eyez On Me is widely recognized as one of the most important records of any era in Hip Hop and its influence has been felt ever since that day twenty years ago when it hit stores. Double albums like Biggie’s Life After Death, Bone Thugs-N-Harmony’s The Art of War, the Wu-Tang Clan’s Wu-Tang Forever, and countless other ambitious records began flooding the market in its wake. At one point, double albums almost became a rite of passage for any emcee who had designs on Hip Hop’s throne (NaS’ Street’s Disciple and Jay Z’s The Blueprint²: The Gift & the Curse are good examples of that trend).

All Eyez On Me’s individual songs have impacted emcees from every region as well. You can hear “Ambitionz Az a Ridah” whenever you push play on B.G.’s “Silent B.G.,” Meek Mill’s “Ambitionz,” The Game’s “Ryda,” or Fabolous’ “Can’t Deny It.” “Wouldn’t Get Far,” another song by The Game (featuring Kanye West) lifts the concept of Tupac’s “All Bout U” and appropriates Snoop Dogg’s humorous outro to that All Eyez On Me song. (The Game must be a particularly big fan of All Eyez On Me—he recorded a song called “What’z Ya Phone #” with Trey Songz for The Documentary 2, which is teased a little over four minutes into the “making of” documentary filmed for that project). The tracks listed above represent just a sliver of All Eyez On Me’s continued lyrical relevance.

All Eyez On Me’s influence is not limited to albums and songs either. Would we even know Kendrick Lamar without it? Kendrick was inspired to become a rap artist when he saw Tupac filming the video for the “California Love” remix at the Compton swap meet. Outside of Hip Hop, Monica’s 2002 rhythm and blues album, All Eyez On Me, was titled in tribute and many brands you can find in your local liquor store owe much of their success to Tupac’s name drops on this album. Larry Neuringer, the CEO of Rémy Amerique (now Rémy Cointreau USA), credited Tupac in a 2003 beverage business trade magazine interview: “the internationally-famous rap legend Tupac Shakur, came out with his video hit called ‘Thug Passion,’ and rapped about Hennessy, Alizé and Moet. I’m convinced these three brands are still riding the waves of this notoriety even now.” Unsurprisingly, the Tupac biopic currently being filmed is named after All Eyez On Me. Not only is it a clever description of Tupac’s cultural importance, it also reminds people of when Tupac was alive and on top of the world.

All that said, nothing can substitute for setting aside two hours of your time to listen to All Eyez On Me. Whether you are a life-long Tupac fan or newcomer, I hope that this article deepens your enjoyment of this masterpiece and adds to your understanding of why Tupac is such an iconic figure in twentieth century history.