MF DOOM and Madlib in the studio together with an SP-303 underneath them. (Credit: Eric Coleman)

“I Don’t Remember the Samples I Use. Hell No.” — The Story of ‘Madvillainy’

Gino Sorcinelli
Published in
15 min readJul 21, 2018


Prior to becoming a household name with a fan base that boasts Common, Snoop Dogg, and Kanye West, the historic indie label Stones Throw Records consisted of a bunch of broke dudes living together in LA and trying to get founder Peanut Butter Wolf’s brainchild off the ground.

A look inside Stones Throw Studios via The Vinyl Factory.

With Wolf, former Stones Throw manager Egon, and art director Jeff Jank sharing the same living space during the label’s formative years in the late 90s and early 2000s, their collective path towards success took an important turn when super-producer Madlib joined them as an informal fourth roommate. “It was the three of us just winging it, no plan, no money,” Jeff Jank recalled in a 2011 interview with Ego Trip. “Madlib moved in unofficially, first set up shop in the living room, then into this ’50s-era bomb shelter downstairs with 18-inch concrete walls.”

It was in the Bomb Shelter studio that Madlib’s obsessive pursuit of musical mastery reached a new plateau. With a new workspace finalized and ready for use, his now-legendary ability to work on music for days on end was on display right away. “He made music all day on a consistent schedule that really impressed me,” Jank told Ego Trip. “All the much more impressive that his three breaks a day were to smoke giant mounds of green bud.”

“A lot of the beats on ‘100 Beats’, you can’t use, ’cause I’m just fucking around and freestyling. Some of ’em might be so way out, ’cause I’m just using what I have.” — Madlib

Stones Throw had grown in both size and stature by the time the first few years of the new millennium rolled around. Madlib transformed into the label’s flagship act, with his relentless instrumental output leading to seminal projects like Lootpack’s Soundpieces: Da Antidote, Quasimoto’s The Unseen, and a remarkably tasteful and well-executed Blue Note remix project titled Shades of Blue in June of 2003.

Lootpack’s official “Hityawitdat” music video.

Yet despite their commendable track record, the label’s future was uncertain. Even though Stones Throw had gained some widespread recognition for their achievements, the late 90s and early/mid-2000s marked a long, difficult period for the entire music industry. Physical sales were declining at a steady clip and labels were still figuring out how to harness and monetize the power of the internet. In other words, achieving stability was a frequent uphill battle for all independent record labels.

Adding to the uncertainty of Stones Throw’s future was the creative rut that Madlib found himself in prior to the release of Shades of Blue. Despite his unstoppable output, the label’s rising star seemed burned out on rap music, which was still Stones Throw’s primary focus at the time. “I was looking to do anything to kick start his interest in hip-hop,” Egon said in a 2014 Pitchfork feature. “We had the chance to do a reunion album of [Madlib’s first group] Lootpack. I got them weed, booked studio time, and it fizzled out.”

“Cuts like ‘Raid’ I did in my hotel room in Brazil on a portable turntable, my (Boss SP) 303, and a little tape deck.” — Madlib

Promo shot of KMD. (Let to right: Zev Love X aka MF DOOM, Subroc, and Onyx)

While Madlib tried to re-ignite his interest in rap music, MF DOOM was going through his own difficulties outside of the Stones Throw ecosystem. The mysterious, masked MC had found a second act to his career six years after the tragic death of his brother and fellow KMD member Subroc in 1993. After achieving cult hero status with his 1999 album Operation: Doomsday on Bobbito’s Fondle ’Em record label, it seemed like he had a bright future ahead of him in the rap game. But his renewed success was brief — Fondle ’Em folded a mere two years after DOOM’s reemergence, leaving his career in a state of free fall.

With both DOOM and Madlib’s future’s looking somewhat murky, their paths began moving slowly towards a point of intersection. Madlib started making beats for rap albums again, then he name-dropped Dilla and DOOM as two artists he wanted to work with in an LA Times interview — marking the first mention of a possible MF DOOM/Madlib collabo.

Egon hoped to use the perspective joint effort as a way to ignite new a creative fire within Stones Throw’s star act. Realizing he had a mutual acquaintance who knew DOOM and lived in Kennesaw, Georgia — DOOM’s home base at the time — Egon decided to try to make a connection. “I told my friend that Madlib’s been making beats and I needed to get them to DOOM to get Madlib back into rap again,” Egon told Pitchfork.

“I know how I want it to sound, and if you liked how it sounded (on the beat CD), well, take the beat or not. Once it’s done, it’s done.” — Madlib

Madlib making a hotel room 303 beat in Brazil in the documentary ‘Brasilintime’.

Egon provided his acquaintance with some of Madlib’s earlier work to pass along to the elusive MC. DOOM was blown away by what he heard once he gave it a thorough listen. After some haggling and a few terse negotiations with one of DOOM’s managers, the masked rapper flew out to LA for an initial meeting.

Though DOOM and Madlib said very little to one another, it was determined that there was enough unspoken chemistry to pull something off. Both men started recording demos together, marking the beginning of a creative odyssey that would span the next year and beyond. By the summer of 2002, Stones Throw Records announced that the two artists were working on a project with “no title or projected release date.”

Having set the wheels of creation in motion, another watershed moment took place when Madlib went to Brazil with Cut Chemist, Egon, and J.Rocc of The Beat Junkies to participate in some Red Bull Music Academy events in late 2002. Inspired by the crazy, incredibly rare records he found during his visit, the trip sparked a creative frenzy. According to Madlib, he was so in the zone during his time abroad that he made entire beat tapes out of single records. “I was digging with Cut Chemist and all them in Brazil,” he told Scratch Magazine in 2005. “I was pulling out whatever, crazy-ass records, and n****s was like, ‘There ain’t gonna be nothing on that record.’ I made a whole beat tape, they was tripping.”

Madlib’s studio setup in Brazil. (Credit: Eric Coleman)

Throughout his stay in Brazil, Madlib’s creative spell couldn’t be broken — even when his travel companions tried to lure him out to bars, clubs, and parties. He resisted, opting instead to punch out an endless string of beats on his trusty 303. “I was keeping Brazilian time, sitting in my room smoking some terrible weed and sampling shit, while everyone else was out partying and getting drunk,” he told Pitchfork.

The official “Strange Ways” music video.

In the aforementioned Scratch Magazine interview, Madlib went on to explain that he made the majority of the Madvillainy beats in a hotel room during his trip. Utilizing a laughably bare bones makeshift studio, he somehow created the bulk of the instrumentals for an album that wound up being a landmark release for Stones Throw. “Cuts like ‘Raid’ I did in my hotel room in Brazil on a portable turntable, my (Boss SP) 303, and a little tape deck,” he told Scratch Magazine. “I recorded it on tape, came back here, put it on CD, and DOOM made a song out of it. N****s be sleeping, thinking they need all this gear.” Stones Throw also noted in a 2004 website post that “Rhinestone Cowboy” and “Strange Ways” were recorded in the same fashion.

Seeing the fruits of Madlib’s hotel studio labor proved to be an unforgettable experience for those close to the project. Stones Throw’s trusted engineer Dave Cooley — who later mixed the vocals and beats on Madvillainy with his carefully trained earrecalled Madlib’s absurd workflow during and after the Brazil trip with awe. “He had hundreds of 2 track beat snippets on CDs,” he said in a 2017 interview with the website Grown Up Rap. “In one month of reclusive producing he had a CD made up called 100 Beats. Two weeks later, he had another CD made up called Another 100 Beats.”

“I was keeping Brazilian time, sitting in my room smoking some terrible weed and sampling shit, while everyone else was out partying and getting drunk.” — Madlib

According to Coooley, Jeff Jank designed custom covers for the CDs — which were given to artists on Stones Throw and used to pitch beats to MCs not on the label. Although the beats included on 100 Beats and Another 100 Beats were likely heard by a slew of non-label artists, many of the instrumentals ended up staying in-house and laying the foundation for several of Stones Throw’s most important releases. “Most (if not all) of the material for Madvillainy, Jaylib’s Champion Sound, and I think Dudley Perkin’s first album was sourced from that one month’s worth of Madlib beats!” Cooley told Grown Up Rap.

The official “Accordion” music video.

It’s remarkable that such a wealth of material was culled from these two CDs, as many of the beats were freestyled. Samples were rarely tracked — that would only slow down Madlib’s furious pace of completion. And his beat making pace during the Brazil trip was so manic that even Madlib himself felt many of the 100 Beats instrumentals were too outside the box for any sort of practical application. “A lot of the beats on 100 Beats, you can’t use, ‘cause I’m just fucking around and freestyling,” he said in a 2004 interview with Wax Poetics. “Some of ’em might be so way out, ’cause I’m just using what I have [in front of me]. Whatever. I don’t remember the samples I use. Hell no.”

Though Madlib’s roughshod, straight out of the 303 method has been questioned a time or two before in interviews, it seems like he utilized this style for reasons beyond mere convenience. After having over-zealous engineers mess up some of his beats during his early years in the industry, the difficult to alter 303 instrumentals seemed like the perfect solution to avoid future tampering. “I don’t want people fucking it up making their mix,” he told Scratch Magazine. “I know how I want it to sound, and if you liked how it sounded (on the beat CD), well, take the beat or not. Once it’s done, it’s done.”

“I never knew you could make an entire album without hooks and have it sound that good. That album showed me that music has no rules.” — Danny Brown

Madlib’s distrust of engineers is something he has repeated elsewhere, but he did OK some sound alterations to the Madvillainy beats from the ever-dependable Dave Cooley. In addition to helping salvage Dilla’s The Diary many years after his passing, Cooley gained a seller reputation at the Stones Throw for helping several key releases achieve their optimal sound. Cooley seemed to “get” Madlib’s vision — often improving the producer’s rawest creations with slight tweaks while preserving the integrity of his original beat CD. It’s a difficult tightrope walk that few people besides Coooley seem capable of.

The official “All Caps” music video.

A 2005 Remix Magazine interview with Madlib and Dave Cooley provides some helpful insight into how the roughest tracks from Madvillainy were likely coaxed into being ready for the general listening public. “Madlib likes to shoot from the hip, so sometimes it’s a deliberate and intentional choice on his part to go with the most rough-hewn version of a mix he can get,” Cooley told Remix Magazine. “But if he and Wolf want to take a stab at making the track boom a little bit more in certain places, that’s where I come in.”

To get a sense of the work Cooley might have put into a single track — which in the Madvillainy era was mostly 303 beats recorded to a 16-track Roland VS-1680 digital workstation — take the example of how he used some clever fiddling to make a mono snare drum sound like a stereo drum recording. The process included making a copy of the original SP-303 beat in Pro Tools, boosting the midrange where the snare drum happens in the beat, using the copy of the original to key a gate, putting stereo reverb on the snare gate, and much more sonic trickery that should be read in-depth via the Remix article for a fuller understanding.

“They were like, ‘Fuck it, I’m done. Madlib started on other stuff, and DOOM, well, you never know what he’s doing.”
— Jeff Jank

The official “Fancy Clown” video.

With the bulk of the Madvillainy beats done after the Brazil trip, it came time for DOOM to lay down some more verses. Though DOOM recorded his lines on Madvillainy at the Bomb Shelter with Madlib, both artists have stated numerous times that there was very little interaction during the recording process. “The process wasn’t really a big deal,” Madlib explained in a 2016 interview with Red Bull Music Academy. “We just hung out, went to clubs, got drunk. I’ll hand him a beats CD, I go to sleep, he’ll work on some music, he’ll go to sleep. I’ll wake up, I’ll make some more beats, listen to what he did.”

If the two artists were feeling particularly adventurous and wanted a change of pace, they partook in some psychedelics. “We might take some shrooms together if we awake at the same time, and then listen to the music when it’s done,” Madlib told Red Bull Music Academy.

DOOM recalled the process much in the same way during his 2011 Red Bull Music Academy interview. Though the pace of work was often furious due to familial obligations for DOOM, making quality music remained a priority throughout. “I’m staying in LA and I’m trying to get back to my children,” he said. “So I’m working as fast I can without sacrificing the quality.”

Madlib in the Bomb Shelter during the making of ‘Madvillainy’. (Credit: Eric Coleman)

DOOM also confirmed that he and Madlib rarely spent large chunks of time together, sometimes going for days at a time without interacting. “He’s always in the Bomb Shelter and I’m up on the deck writing,” he told Red Bull Music Academy. “He’d give me another CD and I’m writing, and he’s back in the Bomb Shelter, so I would hardly speak to him. We might stop and he’ll burn one and we’ll listen to the beat and then that’s it, and then the next two days I probably won’t see him.”

The video for “Monkey Suite” from ‘Chrome Children Vol. 1’.

Much in the same way Dilla and Madlib had a quiet friendship that seemed to transcend the English language, DOOM and Madlib often used music as their primary mode of communicating. “We spoke through the music,” DOOM told Red Bull Music Academy. “He’d hear a joint and that’s my conversation with him. Then I’d hear a beat and that’s like what he’s saying to me.”

Unfortunately, as effortlessly as recording without speaking seemed to be going, the album was almost derailed when a demo tape was taken from Madlib’s room in Brazil and leaked online. With online leaks destroying the success of several albums released around the same time, the harsh news was like a gut punch to both artists. They assumed the worst, fearing a disastrous commercial performance for their first project together. “They were like, ‘Fuck it, I’m done,’” Jeff Jank told Pitchfork. “Madlib started on other stuff, and DOOM, well, you never know what he’s doing.”

“All that other stuff? Sugar coat. Extra. Totally extra. Stay focused. Cut and dry. The beat is dope, the rhyme dope? Record it, let everybody hear it.” — MF DOOM

Despite the temporary setback, the duo trudged on and decided to finish the album. It wasn’t long, however, before another potential obstacle presented itself. When DOOM brought the partially finished version of the original album home for a listen, he decided he didn’t like how he’d laid down his vocals. This led to a rash and alarming decision. “DOOM took the semi-final material home and upon review decided that he had put everything down with “too much energy” in the vocal takes,” Dave Cooley explained in his Grown Up Rap interview. “So all those takes were scrapped!”

The Spotify version of ‘Madvillainy’.

Known as a reclusive and difficult to pin down artist, DOOM’s decision to blow up his vocals and start from scratch likely struck fear into the hearts of many people involved with the Madvillainy project. Now, with the gift of 20/20 hindsight, it seems like he made the right decision. “He ended up re-recording the vocals with a super laid back delivery, on a rough mic, and those became the finals…I think to the betterment of the record,” Dave Cooley told Grown Up Rap.

Scrapping the original vocals to record with a low quality mic seems like a fitting touch for two artists who pride themselves on testing the limits of lo-fidelity recording. “Put the rhyme over it, that’s it,” DOOM told Wax Poetics in 2004 while describing the group aesthetic. “Vocal too loud? Turn it down. All that other stuff? Sugar coat. Extra. Totally extra. Stay focused. Cut and dry. The beat is dope, the rhyme dope? Record it, let everybody hear it.”

“I ain’t have a record player. I bought it on vinyl just to stare at the album. I stared at it and I just kept going, ‘I understand you.’” — Mos Def

From the two-track, cassette deck 303 beats to the re-recorded vocals, it all worked out in the end. Released in March of 2004, Madvillainy received an almost instantaneous positive response from both critics and fans. Pitchfork rated it a 9.4/10, The Village Voice gave it an A-, and the album currently holds a 93/100 average score at Metacritic. The praise wasn’t limited to mere high ratings, as Eric Henderson of Slant Magazine heralded the album as a “masterpiece” and said that it “ alone validates the artistry of sampler culture.”

The Spotify version of ‘Madvillainy 2: The Madlib Remix’.

In addition to critics and fans, the album spoke to many peers. For Danny Brown, whose career had just started when Madvillainy dropped,the record introduced a new way of structuring songs and taught him how to be a fearless rule-breaker. “I never knew you could make an entire album without hooks and have it sound that good,” Brown told Complex in a 2013 interview. “That album showed me that music has no rules. Before that I thought you needed 16 bars and hooks to make a good song.”

Others like Mos Def turned to Madvillainy for regular inspiration and a sense of connection. Saying that DOOM “rhymes as weird as I feel” in a 2009 video interview with FR Lab, Mos Def went on to say “Dude, I swear to God, when I saw that Madvillain record, I bought it on vinyl. I ain’t have a record player. I bought it on vinyl just to stare at the album. I stared at it and I just kept going, ‘I understand you.’”

“He’d hear a joint and that’s my conversation with him. Then I’d hear a beat and that’s like what he’s saying to me. And still to this day that’s how we do it.” — MF DOOM

Since introducing Stones Throw to a broader audience with Madvillainy — the label’s most commercially successful rap album to date — there has been much discussion of follow-up effort. Madlib told Red Bull Music Academy that the duo has 20 tracks recorded, but remains evasive about an actual release date. Though he projected his usual nonchalant attitude about a sophomore effort, he also seemed concerned that a Madvillain project might not be received with as much warmth today as it was 15 years ago. “People are expecting too much and they’re complaining about certain things that this DOOM record isn’t going to have anyway, mastering and mixing,” he told Red Bull Music Academy. “We like our stuff dirty. I think people are on a different level now.”

MF DOOM taking a break from recording ‘Madvillainy’. (Credit: Eric Coleman)

Could the approaching 15 year anniversary in March of 2019 convince the beloved, ever elusive duo of DOOM and Madlib to actually put out an official second release? Though this prospect is unlikely, it seems like they might relish in the reaction such an unexpected stunt might generate. Having described their first album together as being “like a conveyor belt of creativity” in a 2016 interview with Bonafide, hopefully they will finalize their existing songs into a formal release and treat their loyal fan base to some new material when March rolls around.

Whatever their final decision, we should always consider ourselves fortunate to have Madvillainy to revisit at any time. A remarkable combination of gritty beats and dome-splitting verses, DOOM and Madlib’s handiwork still sounds ahead of the curve a decade and a half later.

Connect with Madlib on Facebook, Instagram, and on Twitter @madlib. Connect with MF DOOM on Facebook.

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Gino Sorcinelli

Freelance journalist @Ableton, ‏@HipHopDX, @okayplayer, @Passionweiss, @RBMA, @ughhdotcom + @wearestillcrew. Creator of and @bookshelfbeats.