HIP-HOP We Belong Together: Mariah Carey's Collaborators Share Untold Stories Behind 8 Classics

Mariah Carey's catalog is the stuff pop divas-in-the-making can only dream of. Spanning over two decades, including a whole compilation of No. 1 songs, Carey was never someone who needed an assist to make a hit -- but nevertheless, the songs where she brought in new blood are certainly among her most memorable. Billboard decided to revisit eight of her top collaborations and ring up some of her studio pals to talk about their fondest memories of working with Mimi. Toast to MCs' high notes below.

"Honey" feat. Ma$e & The LOX

World's Famous Supreme Team's "Hey DJ" sample became an essential ingredient to Mariah's smooth track "Honey." Produced by Hit Men tandem Stevie J and Puff Daddy as well as A Tribe Called Quest's Q-Tip, the 1997 chart-topper became a Bad Boy affair with contributions from The LOX's Jadakiss and Styles P, as well as Ma$e.

Stevie J: It was with me and Puffy in the studio working and he was like, ‘Yo, I’m gonna bring somebody through and we’ll see if we could get some work done with her,' and it was Mariah. It was just fun -- just smiles and jokes with a bottle of wine and a lot of Cristal. She was full of life and wanted to see if we were real musicians. She was like ‘Do you bang on beat machines or do you play instruments?’ So we went to the live room and I had to get in there and play the piano. We began creating melodies.

Q-Tip brought the ["Hey DJ"]sample to the table and me and Puff took it from there. We cleared the samples and it took no time to cut the sample and throw the drums and the keyboard on there. I’d say the session came together in four hours in one day. Once we started mixing the record in [the New York studio] the Hit Factory, the LOX were in there and I asked Mariah, "Do you know the LOX?" And she’s like, "I love the LOX!" So I went into their session and they got on it. She loved Ma$e so Ma$e got on it. That was the team together.

Jadakiss: We were in another session -- we were downstairs, and Mariah was upstairs. Either Stevie J or Puff -- somebody came downstairs and was like, "Yo, leave your session and come upstairs, I need you to drop something on this Mariah record." Being young, ambitious, and thirsty to better our career, we were like, "Hell yeah!" We stopped what we were doing and went upstairs. I don't think Sheek [Louch] was there, that's why he's not on the actual song. That's how spontaneous it was -- I think we were doing a feature for somebody else.

That's how you gotta be in this game. It's a very spontaneous game, and some of your biggest breaks may come just off something like that.

Styles P: It was a real nice studio -- the food layout was good, the liquor layout was good. I brought my element to the table, an organic one. Just had a real, real good time. That was the first time I ever drank plum wine. Mariah gave me plum wine -- back then I didn't even know wine came in plum flavors. That was really awesome.

When I heard it I was just really excited. For a rapper to be able to get on a song with Mariah Carey, for it to be the kind of beat you could actually enjoy rapping over, that makes for a great session. Makes your job easier.

Jadakiss: At that time, I was still a young kid -- I was really in awe of Mariah. I was just trying to complete my work. Then once we did the video, that was when we could really let it all out -- you sit with her for a few hours and you're really feeling like somebody.

Music was in a different space -- there was more money being thrown around. The video budgets were bigger, the album budgets were bigger. Everybody was in a happier space, for the most part. It was a very fun day -- helicopter on set, gold shiny suits. I threw that off soon as the shot was done, I don't know where the hell those suits are at.

Stevie J: Mariah is a diva and anything that divas do, it transcends. Since me and Puff were the hottest producers in hip-hop at the time, doing a collaboration with someone like Mariah Carey, it was bound to blow because everyone knows she’s a helluva vocalist. If she gets on some hip-hop tracks and write it the right way, it’s gonna be a win-win. So I had no doubt in my mind she was gonna fly on the hip-hop side. She’s like one of the greatest of all time, and I’m just blessed to have work with her.

Styles P: This is a huge, huge, record-breaking multi-platinum artist, but she was always very down-to-earth. Laughing, smiling, good energy. Always greets you with open arms. A lot of artists are assholes, to put it simply -- especially when they're of that caliber. I think she takes herself as a cool lady first, a cool lady that's just working. I've always appreciated her for that.

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"One Sweet Day" with Boyz II Men

The Billboard Hot 100's longest-running No. 1 is also one of R&B's most heart-wrenching ballads. "One Sweet Day," performed by Mariah and Boyz II Men, was inspired by personal loss and continues to be a record-breaking testament to the power of song. Esteemed songwriter (and longtime Carey collaborator) Walter Afanasieff and Nathan Morris (currently performing with the Boyz for their Las Vegas residency) recall their bittersweet memories of making the heavenly track.

Walter Afanasieff: While Mariah and I were writing the beginning stages of “One Sweet Day,” it became a very, very personal song to Mariah because of the subject matter. She was going through a very hard time; I believe it was because of her sister. There was a lot of fear that her sister was very ill and that she would lose her. From that place of loss or even just the potential for loss, she started to write these feelings about being in heaven on a sweet day, and seeing the person that you love once again.

Boyz II Men's Nathan Morris: The song is very universal. People take to that song for many different reasons, which makes sense because what it meant to us wasn't same thing it meant to Mariah -- even though we all did the song together. From our side, our emotional attachment was to our road manager Khalil Rountree, who had gotten murdered on the road with us. Mariah was coming from a different place, but it’s one of those songs where as long as the sentiment is the same, it doesn’t matter what the actual incident is or was.

Afanasieff: The thing about Mariah is that she’s a such a master melodist. Today, that’s commonly referred to as a "top-line writer." A top-line writer is someone who can start singing right off the bat. Mariah is such a gifted top-line writer that she can sing melodies and come up with lyric ideas on the spot, just as I’m playing chord progressions. We pretty much had the song written when the idea came to do it with Boyz II Men as a duet. She and Wanya were pretty good friends; we all knew each other. So the guys came over to the studio, which I believe was the Hit Factory in New York. We played the song, and the guys said it was funny because they had just had a similar idea for a song of their own. It all just started to fall into place magically and deliciously.?

Morris: It was a very special time in our career. It’s always nice to do something where no one really has any idea what it will become, where even if people have an idea that it will be successful, they’re still wrong ‘cause it’s usually more successful than they think. That song reminds me of that. No one really knew what was gonna happen when we did that record. Obviously, it was Boyz II Men and Mariah at the top of our careers, and it felt good...It was kind of a no-brainer, but you can still get bad records out of things like that.

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Afansieff: Once in a while you get this feeling that well, we’re going against the status quo; this isn’t something that everyone sings about. Everyone is delightful, sounds amazing and there’s something definitely special here. But for it to have gotten as far as it did, nobody had a clue.

Morris: It sucks that we don’t perform it [as much]. We’ve only performed it twice in its history together. We’ve tried to perform it and do different things, but unfortunately, they didn’t pan out. One time, [Boyz II Men] were in Anaheim and we actually had a show a couple of blocks away from where Mariah was shooting the DVD for her album. We had on street clothes and just decided to go over, straight Philly style, bumrushed the door. We got in and went on stage and sang it with her and taped it for the DVD.

There have been times where we’d have liked to perform the song but unfortunately, Mariah hasn’t been available for us to perform it over the last 10, 20 years. We have no ill feelings about it -- it just is what it is. We wish it could be better. It just sucks sometimes ‘cause with a song that powerful, you should be able to perform more than once.

Afanasieff: I was recently in New York with my wife. The venue we were in was playing the song and my wife told the female bartender, a friend of hers, that I co-wrote that song. The bartender started to cry. The song had gotten her through her hardest times, she said, because her husband passed away. She couldn’t believe that one of the people responsible for the song was sitting right there. She literally started to bawl. She said she would listen to the song over and over again every day during that period. As I understand it, a lot of people feel the same way. It’s not a love song. It’s a tough song.

Additional reporting by Gail Mitchell.

"Boy (I Need You)" feat. Cam'ron

"Boy" was one of the brighter gems off MC's 2002 set Charmbracelet. Infused with the Dipset flavor (thanks to the Just Blaze-produced original "Oh Boy" -- billed to Cam'ron featuring Juelz Santana), Carey soundtracked just about every schoolgirl's crush with lines like, "I'm gonna wrap you up inside my love and never let you go, boy." It was only right Killa Cam would return to rep for Harlem with a verse on the "Oh Boy" spin-off.

Just Blaze: I got the call out of the blue. I had never met Mariah before that but one day, [her team was] saying that she wanted me. So we went over to MSR Studios [formerly known as Right Track Studio] over on 48th Street [in New York], and she was in the lounge just kicking it. We just started chopping it up, and she said she was interested in doing a couple of records. Then she mentioned that she loved [Cam'ron's] “Oh Boy,” and was interested in the idea of re-doing it -- in putting her own twist on it. [“Oh Boy”] was one of the biggest records in the rap world at the time so it was kind of a no-brainer -- her doing a comeback album, me with this record. It just kind of made sense.

Obviously, the track was already constructed so I went back in, brought the master of the song's original session, and just kind of tweaked it and added the instrumentation to fit around her. It was very organic. She would hum melodies, I would come up with some words, she would come up with some words, I would come up with a melody. That was the core of it over the course of a night or two. It was just us [in the studio].

Cam’ron didn’t get on till much, much later. He did his part at Battery Studios [in New York]. I think he was re-negotiating a deal with Def Jam, and he was holding off on this record to make sure he got his money straight. I was kind of middle-manning [the meeting between him and Mariah], and he eventually went in and recorded at the 11th hour, sent me back the verse and that was pretty much it.

My time in the studio [with Mariah] was great. We would just do these jam sessions and see what would come out of it. The record with her, myself, Freeway and Jay Z [called “You Got Me”] really just came from a jam session. With her, she doesn’t get presented the material -- she’s writing most of the stuff. She was very hands on from the beginning, almost reminiscent of working with a rapper to a certain degree. She was super creative and a night owl like me, so schedule-wise it worked out. I get up around 2, 3 in the afternoon and go till like 5 in the morning.

Some artists, especially artists of that stature, you expect them to be divas or difficult to work with -- but in my experience with her and a lot of the other superstars that I’ve worked with, they end up being the easiest ones to work with because they are successful and secure. They’re not really out to prove anything to anybody, because they already won. This was just very, very easy and we ended up becoming great friends after that as well.

"Breakdown" feat. Krayzie Bone & Wish Bone

Bone Thugs-n-Harmony and Mariah got into harmony for the 1998 slow jam "Breakdown" off her sixth studio effort Butterfly. With a fluttery beat produced by Stevie J and Diddy, the single blended Krayzie Bone and Wish Bone's speedy flows with Carey's poignant prose. [Insert line of teary-eyed emojis here]

Krayzie: We were in Cleveland, and got a call from our manager at the time, Steve Lobel. He told us that Mariah wanted to do a song with us. Back then it was like, we didn't even realize what that meant, because we was fresh in the game. Still fresh off the streets.

We even played around with the flight she had set up. I remember being on the plane with Wish Bone, like, "I don't even know if I want to go." We were contemplating all the way up until they shut the door, and then we were like, "Well, it's too late now, we gotta go."

Wish: We walked in and I'll never forget -- we were starstruck as a motherfucker right there. Like, we're really about to get down with Mariah.

Krayzie: To our surprise, Mariah had it all set out. She had all the medicine that we needed to get our minds right when we went up in there. She had the Hennessy for us.

Wish: Literally, silver platters of all the goodies.

Krayzie: Knowing us, we overdosed a little bit, and passed out in the studio [laughs]. She was in there looking at us like we were crazy.

Wish: We had kind of gotten obliterated out of our minds, so we had to sit there in the zone for a little while. We were just like, "Oh wow." It's Mariah Carey, bringing the goodies to us. We're dapping each other up under the table like, "N--- you see this shit?!"

Krayzie: After we woke up, Stevie J was there. He played the track for us, we heard what she was doing. We just instantly started rapping, went in there and laid it out, and it just came out amazing.

Wish: She had a blueprint laid out for us, and then me and Krayzie started coming up with little things to add to the hook. It really wasn't nothing for us to do our verses because that's what we do.

Krayzie: When we did the video shoot, in every scene she had to have a fan like, blowing. We used to always crack jokes like, "Where's the fan, she can't do the scene without the fan!" She always needed that fan. She's glamorous all the time, you know what I'm saying?

Wish: We're actually planning a "Bone Day," a festival that we're going to throw every year in Cleveland, and we were thinking that to make it special, we'd do a [live] collaboration with one of the artists we've worked with over the years. If you're reading this Mariah, make sure you have your ass there!

Krayzie: We didn't even realize what we had done until the song actually came out -- then it was like, we did a good thing right here. Did a real good thing.

"Heartbreaker" feat. Jay Z

Mariah was a pioneer in Rap&B, using her pop clout to make some of the '90s most memorable A-list collaborations. Recruiting a baby-faced Jay Z for the 1999 smash "Heartbreaker," the singer also flipped the original into a feminist take on Snoop Dogg's 1993 "Ain't No Fun" which included Missy Elliott and Da Brat. Both the original and the remix were produced by DJ Clue (now a regular on New York's Power 105.1), who talked to Billboard about his time in the studio with Mariah.

DJ Clue: "Heartbreaker" was the first one we did -- we had a mutual friend who was always saying we should do something together. I had an idea -- I always loved some Stacy Lattisaw, "Attack of the Name Game." I used to listen to it when I was young. I sampled it, and put the idea together. Once I played it for Mariah, she loved it. That's where "Heartbreaker" came from.

I told her, "I'm going to call Jay Z and get him to put a verse on it." I went and sat with Jay, and played him the record. He liked the idea. It was a perfect marriage at the time.

That's one thing about working with MC -- if you're doing the music, she lets you do what you do. She doesn't try to tell you what to do. She's all ears. [The hook] was all her. It was Mariah and Jay -- it had 'first single' written all over it.

With the remix, I was just trying to think of a record that everyone liked, across the country -- whether they were East Coast or West Coast. Obviously it was a West Coast sample, so to give it more of an East Coast feel, I added the little intro. It was more like a hip-hop beat intro, a little more hardcore. I just wanted to give it that vibe. Then I switched it over to the Snoop sample. Da Brat did her part in the studio with us, Missy wasn't there.

[Mariah] was so busy at the time, that every moment we got to do the actual music -- it would take a bunch of sessions to do one song, she wanted to make sure everything was perfect. She takes her work very seriously -- there's so many records we've done that we've scrapped because she wanted to make sure everything [she released] was up to par, to that superior level.

"I Know What You Want" with Busta Rhymes feat. Flipmode Squad

Busta Rhymes rolled deep with his Flipmode Squad for the 2002 posse cut. The track, penned by Busta Buss and produced by Rick Rock, appeared on Rhymes' sixth LP It Ain't Safe No More. The Flipmode signees who lent their verses to the Mariah-assisted track were Rah Digga, Spliff Star, Baby Sham and Rampage -- below, Rick, Rah, Sham, and Rampage talk about how the monster hit came together.

Rick Rock: I had a track that I originally did for Jermaine Dupri, for Jagged Edge. He was dragging his feet on the record, so I sent it to Busta -- he loved it. He's one of those types that when he gets excited, he gives you all his energy. That's how it first came to Busta.

Rampage: Rick Rock, he did his thug thizzle to that production. That beat is super crazy. When we got it from Rick, I was in the studio first, and then Busta and Spliff came in. I listened to [the beat] about 15 times, then laid my verse -- I was the first one to lay my verse on the record.

Baby Sham: When Buss brought the beat in, everybody already had that feeling -- that this should be something more heartfelt, more personal. Everyone wrote a song about their significant other. That's why everyone's verses are so...you can hear the person they're supposed to be about. For me, it was a no-brainer. Once everybody felt like it should be personal, they jumped in the booth, jumped out the booth, jumped in the booth, jumped out the booth -- because it was so easy.

Rah Digga: I prefer all my hardcore aggressive songs, so it might have taken me a little longer to wrap my brain around getting mushy on the joint. But I don't ever want to be in a box either -- I'm still a human being with feelings and emotions, so that's what I gave it. I stated facts.

Baby Sham: Once everyone had their verse, Buss was harmonizing the hook. As he did that, I came in like I was a female -- repeating what he was saying. He felt it, and we both started bugging out. Next thing you know, [late hip-hop executive] Chris Lighty came in (God bless his soul), and me and Buss harmonized the hook for him. He was like, "Wow, that's a go -- it sounds beautiful."

Rah Digga: Busta sang it first, and we loved it. Like, great, that's an awesome hook! But then it was like, wait -- do we want Busta Rhymes singing the hook? [laughs]

Rick Rock: He had the whole hook idea, and we were just trying to figure out a singer. He was like, "I want to get Mariah." And I was like, "What?!" 'Cause I was a relatively new producer at the time -- I was grateful. I flew to New York from California, I was excited to get to meet her. But she didn't come to the session -- her people were like, "Nah, man. Her assistants won't wake her up. She has to sleep ten hours for her vocals." We had the studio session, we had the engineers, Busta kept calling back and forth. Of course my dreams were unraveling because I was like, "OK, it's not going to happen." I stayed that night, left the next morning and I believe she started recording that next night.

I never got to meet her. I've seen her sing the songs. I've seen her win an award [for the song]. I was like, yeah, she really is the diva.

Baby Sham: I think Buss already had an idea of who to put on the song, who he was reaching for, but he didn't say anything at the time.

Rampage: We were gonna put somebody else on there -- I think we were gonna put Usher on it where Busta's parts were -- but for whatever reason, that didn't happen.

Baby Sham: The crazy thing is, when he was doing the reference, he didn't give it his all. For one, he's not a singer. His idea was to put a female singer and a male singer on that hook -- we were going through different R&B singers to do the male part. She must have been like, "You gotta keep that." It was just a reference, and it came out like a masterpiece.

Rick Rock: Busta had his parts: the low, the mid, the high. He understands structure.

Rah Digga: We were working on a Flipmode Squad album at the time, but you know [how it is] when you get to the fourth quarter, and the label needs the star album -- so Busta got bumped up the calendar. It was like, we might as well go in guns blazing. Mariah was probably more likely to get on a Busta Rhymes record than a Flipmode Squad record so, win-win! [laughs]

Rampage: When we got it back, it was just a good feeling, man. I felt it, in my soul, that the record was gonna go. I didn't know how far it was gonna go, but I knew anything with Mariah on it -- you're on fire. It was definitely a moment that changed my life. It went from here to 100 real quick.

Rah Digga: We were out in California shooting the video, and for a whole day, I felt like a diva. Hats off to Mariah for being committed enough to the song to see it to its fullest capacity. She did a Summer Jam with us, we did a festival for her -- it was nice how both worlds were able to piggyback off each other. That made me, I think, technically the first female rapper to perform at Yankee Stadium. I was feeling myself -- thank you Mariah, I'm feeling myself!

Baby Sham: I was happy to be there. The outfit that I have on in the video, it was a different outfit [than the one I wanted to wear]. That was something that was in the back of my mind. For some reason I got stuck with the outfit I had on.

Rampage: Mariah's real cool, man. That's the homegirl, for real. She do the damn thing. Working with her...she's an icon. She's real vibe-able -- she'll tell you what she think. There's nothing Hollywood about her. To be on those levels -- I'm proud to be a part of history. For years to come, that record is gonna keep moving up. I'd been on hit records, but when it comes to a record like that, it's just a little bit higher than the rest of them. Not too many people get to record a record with Mariah Carey, you know what I'm saying?

Baby Sham: It came out, and it forever escalated. During the peak of it, I had to change my number at least like, 15 times. People started asking me, "Yo, are you on the run? Why is your number always changing?" That song was actually the peak of the careers of the Flipmode.

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"Crybaby" feat. Snoop Dogg

A case of the ex mixed with insomnia and Bailey's Irish Cream inspired Mariah's tear-jerking collaboration with Snoop. "Crybaby" was rolled out as a double A-Side (remember those?) with "Can't Take That Away (Mariah's Theme)" and first appeared on Mimi's 1999 effort Rainbow.

Damizza (producer): I had submitted a bunch of tracks she didn't really like, but you can't always win. I was sitting there with my writing partner, and “Piece of My Love” by Guy came on. That bass line! I ran over to the Beverly Hills Hotel where Mariah was staying, played it and she went, “Oh my God, I love it, get Snoop Dogg on it."

I had to FedEx the track the next day, or it wouldn’t make the album. I was like, “You want me to get Snoop Dogg, get this song together and get mixed, mastered, everything, in one day?”

I called Snoop Dogg, and he was like, “I got this thing going on and I can't leave the house -- you'll have to come to the house to do it.” I was like, “OK, I guess I'm gonna drive out to Snoop's house.” He had a studio. We got there, and Snoop said, “This is friggin’ amazing, I'm ready let's go in booth.”

My favorite thing that Mariah does is to go low, middle and high -- it sounds like Bone Thugs-N-Harmony. So I was thinking about the vocals for the song, and I was thinking of “Breakdown,” and I said, “Yo, can we do this little thing [layer your vocals]? That's all I'm going to request.” I had left to do the Snoop thing and she layered it herself, just like you hear on the song. We friggin' got it all done, edited everything, and on the next day it was sent.

The song is really about a situation -- she literally was walking around on the tippy toes, thinking about an old situation. The thing about her is that her writing is so prolific, but it's so fucking personal. It's really her, and that's what's the fucking scary as shit.

She is the best of all time, she just is, and you can't deny it. She's the baddest to ever walk the earth. She writes her own stuff, she produces her own stuff...That's a real cat.

"Fantasy (Remix)" feat. Ol' Dirty Bastard

Carey’s fifth biggest single ever “Fantasy” marked a number of firsts for the singer: her first collaboration with a rapper (the late Ol' Dirty Bastard, then in the midst of the Wu-Tang Clan’s heyday), her first debut atop the Hot 100 (she was the second artist, and first woman ever to do so), and her first self-directed music video (the dreamy, carnival-themed clip featuring many memorable appearances by ODB’s grill). Built on the irrepressible groove and hook from Tom Tom Club’s 1981 “Genius Of Love,” the song was pop-radio catnip -- and with ODB and Puff Daddy helming the remix, hip-hop heads were powerless to resist, too. Twenty one years later, the single stands as one of the decade’s most enduring tracks. From Mariah’s opening a cappella run and ODB’s “Keeping it real, son,” “Fantasy” proved to pop producers that hip-hop’s streetwise grit could make songs more appealing, spawning legions of imitators in the process. Below, Dave Hall (the song’s writer/producer), Cory Rooney (the A&R rep on the song), and Nashiem Myrick (engineer) tell the story behind the singer’s iconic hit.

Rooney: As powerful as Tommy Mottola was, and as much as he controlled the world of pop music, he really had no reach in the world of urban music. I had come from Uptown Records (Mary J. Blige's What’s The 411? and things like that) so right away, as an executive, he would defer to me. It started with me connecting him with Dave Hall [a producer for Blige, among others].

Hall: I worked on her single the year before, "Dreamlover" -- I produced and co-wrote that with her. That was the first time we worked together. They wanted a little bit more of an urban sound for Mariah. I was a young, up-and-coming producer, so I wasn't going to say no.

?Rooney: With the original album version, everybody in urban radio, and even urban inside the building [at Sony], was like, “Nice record, great sample, but really pop with all the bells, string lines, etc.”

Hall: At that point in time in music, the sample was really big. It was different for the pop [world] -- they weren't really doing that. So I guess what I gave her was a little bit of urban -- but not too much. Enough for her to be edgy, but the core fanbase was still happy.

She came by my studio, and said she liked that record ["Genius of Love"]. About four hours in, just working through chord progressions and her singing melody lines, we got the concept. I used to just run the tape, and let her just freestyle on the mic for 15, 20 minutes. Just let them be free, and they'll run into what it's gonna be. I think that art is lost now. The way people write songs now is by email -- you miss out on that interaction between creative people. But too many people [in the studio] is a hindrance also.

She's just a real focused person when she's in the studio -- she makes sure it's perfect. Her vocals gotta be perfect. Some quirky stuff, I'm not gonna comment on, because I still make records for a living [laughs].

We wrote another song the same day ["Slipping Away," later released as a B-side]. It was a ballad, a slow song. I kept hearing people say, "This is the best song she ever wrote," and I never even realized she put it out!

?Rooney: Tommy said, “Man, who could we get to remix this record, bring it to the center of pop and urban?” And without even hesitating, I said Puffy. I knew Puffy from the Uptown days -- since he was an intern for us there.

He's so rude sometimes, but there's a method to his madness. He would just bluntly come in, like, “Oh my god, that's whack -- erase that.” And you're looking at him like, “Who the hell are you? You're not a musician, what the hell do you know. You don’t know shit about music.” But when you backed away from the board, you’d go, “Damn, this shit is alright.” Just raw hip-hop. That's what his ears told him to do, and he did it. You got to respect the ears of someone like Puffy -- he was a consumer more than anything.

First Tommy shot it down. He said, “We need someone more musically inclined.” I said, “Tommy please -- we need the opposite. We need a guy who's going to completely disrespect this record.” That was Puffy in my eyes, all day long. He ran it by Mariah, who loved the idea because she was a huge fan of Puffy's. I reached out to Puff right away, who said, “Absolutely not, she's whack. I'm on a little streak right now.” You know that's the way he talks. He said, “I don't need no whack juice on me right now.”

So I sent him some stuff [about her], and he called me about an hour later, saying, “Yo, you didn't tell me she sold like 28 million records. You think they'd give me $60,000 to produce this?” I said, “Yes, I can get you that, no doubt about it.” Lo and behold, without hesitation, Mariah, Tommy, everybody agreed to give it to him.

He showed up to the studio and within 15 minutes, he said that the first problem with the record, other than all them corny bells and shit, was they looped the wrong part of the sample. That ain’t the hot part. He said you had to get the break part and the drums, that's the part that's hot. Then he did his parts on there ("What you gonna do when you get out of jail/I'm going to do a remix").

Puff had Mariah sing certain things over, but she was never in the studio with him. At the time with Tommy it was like, this was his wife. And it’s young Puff, who's all over the place. Once that came together, the only thing missing was a rapper. Puff said he wasn't going to rap on it, but Mariah suggested ODB, because she loved what he did with SWV. She loved his records, period -- all the Wu-Tang stuff. We would ride around in her limo, and she’d have a little pink boombox, listening to friggin’ ODB records. And the look on Tommy’s face...like, “This is the most ignorant shit ever.” He was miserable. But it's what she loved.

Myrick: I did the programming for Puff -- I actually did the remix, you know what I mean? It was simple because we used the same [sample] as the original, we just broke it down to the essence, made it more hip-hop. Slowed it down. The pocket was totally different -- the original was more up-tempo, more mainstream at the time. We just took it down -- you know, it's the Bad Boy remix, so it's gotta be raw.

I could tell it was a hit when I did it -- even without Ol' Dirty Bastard, the way she was sounding on it...since we slowed it down, I had to have the engineer take her vocals and tune them to the sample. It's still in the same key, but slowed down [a tiny bit lower]. Hearing her screaming over the raw version that we had put down, it was out of here. That song was already on the radio -- it was already a single -- and it was Mariah Carey, so that's 50 percent of it right there.

Me and Puff had one of our little tug of wars -- to this day, people remember we used to actually fight. I think it was because I was taking a little too long to do the remix, and he knew [ODB] was on the way. I'm like, he can't be beefin’, he don't even know how work the equipment! He don't know what it takes! What the hell is this guy talking about?

?Rooney: I reached out to ODB and he wanted $15,000 to rap on the record. At the time, that was a lot of money, but it really wasn't for Mariah Carey's budget -- so, no problem. He finally showed up, three hours late, and when he got there, it was about 10:30 at night. He had been drinking, and was on the phone when he walked in. Irate, screaming at some girl how he's gonna come kill her, he's going to kick her ass...and then whispering, “I love you.” Then screaming again. This went on for an hour.

He finally came out and was like, “Yo, pardon me, this bitch is driving me crazy. I need some Moet and Newports before we get into this record.” I said, “It's 12:30 at night now bro, I don't know where we’re going to get Moet from.” He started yelling at the assistants, calling them white devils, saying, “You white devils, y'all don't want black people to have shit.” They went out for like an hour, and the only thing they could find were some Heinekens. He was so disgusted, he threw a bottle on the floor.

At this point Mariah had been calling every hour on the hour, wanting to hear something over the phone. Tommy was pissed because Mariah was keeping him up, so he finally got on the phone with ODB -- and after that, finally we started to record. He said one line -- "me and Mariah, go back like babies with pacifiers" -- then paused, said, “Yo, I need to take a break,” and went to sleep for 45 minutes. He woke up and was like, “Yo, let me hear what I did so far.” We played his one line back, he sang another line or two, and then slept for another hour. He would come up with a line, punch that in, go to sleep. He went to sleep 3 different times in the middle of trying to get that one verse done. If you listen to the record now, on his verse, you can hear that it’s punched in in pieces. He actually told the engineer, “Y'all better have your shit set and record it right, cause I'm not doing it twice.”

I stayed in the studio until we finished it. So I was sleeping in the studio when Tommy and Mariah called me, and said they loved the record. But Tommy had a bright idea: let's get ODB back in the studio, and instead of just, “New York in the house,” do [a line] for every city. I said, “You’ve got to be kidding.” Of course [ODB] wanted another $15,000. He came back to the studio, a little more mellow but dead tired. He's sitting there picking food out of his teeth -- he pulled a piece of food out of his mouth so big it was scary. I was like, “How long did you walk around with that food in your mouth?” Like, it was unbelievable. Then he fell asleep on couch, kicked one shoe off. His foot smelled so bad, we had to let him sleep and leave the control room. Eventually, we got the other parts done and that was that. I thought the story was over.

A week later, it was time to shoot a video. We reached out to him, and he wanted another $15,000 dollars. No problem. So I sent a car to his house and he drank every friggin’ thing in the limo, showed up at Rye Playland [in New York], and went to his trailer. I had asked him, “Do you need the stylist to buy clothes for you?” He said, “Nah, this is hip-hop -- I'm just rocking some jeans and Timbs.” [That day], he was in the trailer, in and out of consciousness, when I said, “We're getting ready to do a scene.” He said, “I don't got no clothes, how am I going to do a video if I ain’t got nothing to wear?” I started screaming at him.

Tommy told us take my corporate credit card to the mall. ODB disappeared for a minute, and we found him in a store trying to buy Louis Vuitton luggage. He said, “I'm going to use it for a scene.” He came back [to the set] with all these bags of Tommy Hilfiger clothes and Timberlands.

It was finally time for him to do his scene, and I promise you, he put on a pair of jeans and Timbs, and said, “I'm not going to wear a shirt, I don't need no clothes.” I wanted to shoot him. He was like, “I have an idea -- I want to tie up the clown.” Plus, Mariah turned him on to peach schnapps, which she used to always drink. He drank like two bottles of that. So between the hot sun and him drinking two bottles, what a disastrous day that was. The video was a miracle, a real miracle.

Myrick: Back then, there were two Hit Factories, a few blocks apart from each other. Me and Puff, we would walk between the studios all the time together. That's who he was at that time -- it was just me and him, walking New York City together. It was the infant stages of Bad Boy. Puff can't walk outside by himself no more.

?Rooney: One night, we went to dinner at Sylvia's in Harlem -- me, Tommy, and Mariah. On our way back, we were riding in the limo and every club, every car was bumping "Fantasy." Mariah put her sunglasses on, and tears came down her cheeks, because she couldn't believe her record was getting played all through the hood. That was the beginning of her not turning back to pop.

She once told me though she was grateful for her success, she would trade in all of her record sales to get the respect that Mary J. Blige got. She said, “Mary doesn't have to sell 28 million records to be respected -- people respect Mary, and I just want to be respected like her.”

Billboard reached out to reps for Puff Daddy, Busta Rhymes and Mariah Carey for this story.