A public domain photo of Aretha Franklin from a 1968 Billboard advertisement.

“I Saw Her as a Woman Holding in Secret Pain and I Wasn’t Let in on Those Secrets.”

Ayatollah, a forgotten Aretha Franklin single, and the making of Mos Def’s “Ms. Fat Booty.”

Gino Sorcinelli
Aug 21, 2018 · 7 min read

Living in Queens during hip-hop’s formative years, producer Ayatollah had a front row seat to the formation of an art form that would later become a global phenomenon. “You would go outside the door and you would just hear all these great songs as a kid and as a teenager,” he told the website Hip Hop Speakeasy in a 2012 interview. “Going to block parties and seeing DJs in parks spinning records [with] big speakers and a whole bunch of people there, [and] rappers and break dancing and graffiti artists all around me. I was surrounded by it.”

Ayatollah live on his MPC at Fat Beats circa 2010.

But it was the influence of his b-boy older brother that really inspired him to take a leap from hip-hop spectator to active participant and creator. After testing the waters of hip-hop by honing his skills as a graffiti artist — which Ayatollah cites a major influence on his music career — he decided to try his hand at DJing in 1989. When he met the late Jam Master Jay at the popular 165th Street and Jamaica Avenue shopping area in Queens early in his career, the chance encounter had a profound effect on him. Jay — a superstar-level DJ, the backbone of Run DMC, and an underrated producer — took time to answer Ayatollah’s questions about DJing and being in a famous rap group.

Yet, as pivotal as the JMJ meeting proved to be in Ayatollah’s evolution, DJing alone couldn’t satiate his desire to create. “There came a point in my DJing career where I was like, ‘I don’t just want to play the records anymore, I wanna actually produce the records,’” he told Unkut in a 2015 interview.

“I think I made three or four different versions of that beat and one of them just stuck with me.” — Ayatollah

Once Ayatollah decided that he wanted to produce his own tracks, he started making beats with a Digitech rack mount sampler. “It sampled for like six to seven seconds and it didn’t have any drum pads,” he told Unkut. “It was just something that looped, but each time you over-looped it, it lost quality.”

MC Shan’s Marley Marl-produced single “The Bridge”.

Like many producers who learned to make beats in the 80s and early 90s, Ayatollah didn’t let the limitations of the gear deter him from his objective of making music. “It worked for a couple of years for starters,” he told Unkut. “Some of the beats weren’t bad, believe it or not.”

After outgrowing his Digitech rack mount sampler, Ayatollah later met Juice Crew founder Marley Marl. After seeing potential in Ayatollah’s abilities, Marley lent him his personal E-mu SP-12 drum machine and sampler that he produced MC Shan’s classic “The Bridge” with. When the sampler didn’t resonate with Ayatollah, he returned it to Marley.

“There came a point in my DJing career where I was like, ‘I don’t just want to play the records anymore, I wanna actually produce the records.’” — Ayatollah

Undeterred, Marley provided Ayatollah with yet another beat machine — opting to gift him an Akai MPC 60 II instead of the SP-12. This time, the new sampler clicked. “I was like, ‘Wow, I have to make music on this,’” Ayatollah told Hip Hop Speakeasy. “It’s like he kind of passed the torch to me, so I had to do the right thing and use this machine, and I’ve done that and still am doing that.”

Aretha Franklin performing “One Step Ahead” live.

After landing early production placements with Tomorrowz Weaponz and Beverley Knight, Ayatollah struck sample gold in 1998 when he pulled Aretha Franklin’s Clyde Otis-produced 1965 single “One Step Ahead” out of his crates for a listen. The now-rare Franklin release came at the end of her time with Columbia Records and doesn’t appear on any of her full-length albums with the label. Despite this, the single manged to climb into the Billboard R & B top twenty at the time of its release and remained on the charts for over a month.

“One Step Ahead” certainly holds up as one of many timeless records in The Queen of Soul’s catalog, but it also presented a different style and sound than the casual Aretha fan might be familiar with. “It was our answer to the Dionne Warwick phenomenon,” Clyde Otis said in David Ritz’ 2015 book Respect: The Life of Aretha Franklin. “It wasn’t a Bacharach song, but it tried to create that refined and relaxed feel.”

“I saw her as a woman holding in secret pain — and I wasn’t let in on those secrets.” — Clyde Otis

The distinct instrumentation on the backing track and Aretha’s flawless vocal performance make for the ultimate sample combination. When Ayatollah first thought about sampling the song, he decided to give it repeated careful listens first to explore the sonic qualities of the song before loading it in his sampler. “I started listening to the album for a couple days,” he told Nodfactor in a 2010 video interview. “I really got into the record, even before I sampled it. I was like, ‘I just want to listen to it and kind of get a feel for the vibe of the record and her singing and her soul.’”

The official music video for “Ms. Fat Booty”.

Aretha’s soulful vocals took little time to inspire him to try to re-arrange them into a new beat. “I sat with it, listened to it, studied it,” Ayatollah told Nodfactor. “You know, put some drums behind it. Started chopping up the samples and everything.”

As was the case in other Aretha-sampled 90s cuts like Onyx’s “Last Dayz” and Mobb Deep’s “Drop a Gem On ‘Em”, her voice makes the “Ms. Fat Booty” beat unforgettable. In addition to providing the perfect vocal sample for the hook, her singing is also prominent throughout every other section of the song.

“It was our answer to the Dionne Warwick phenomenon. It wasn’t a Bacharach song, but it tried to create that refined and relaxed feel.” — Clyde Otis

Aretha Franklin’s ability to capture difficult to articulate the emotions that come with love and heartbreak with the mere sound of her voice is uncanny — something that “One Step Ahead” producer Clyde Otis offered some compelling insight into . “Strange woman. Brilliant woman. A woman blessed with inordinate talent,” he said in Respect: The Life of Aretha Franklin while describing his experience working with her. “And yet, for all our time together, a woman I never really understood or even got to know. I saw her as a woman holding in secret pain — and I wasn’t let in on those secrets.”

Ayatollah’s 2010 interview with Nodfactor.

Interestingly, the music and vocals on “One Step Ahead” proved to be so sample friendly that Ayatollah crafted several other renditions of the “Ms. Fat Booty” beat before deciding on the best version. “I think I made three or four different versions of that beat and one of them just stuck with me,” he told Hip Hop Speakeasy.

Around the time Ayatollah finalized the “Ms. Fat Booty” instrumental, he also started developing a relationship with Rawkus records. Though the label’s A & Rs avoided listening to his beat tapes at first because of their busy schedules, they changed their tune when he continued to show up at their offices on a regular basis with music to share. One fateful day, he arrived with a beat tape containing “Ms. Fat Booty” and earned himself a seat in the Rawkus conference room. “All the A&R’s were there, I was nervous — the owners of the record label was there and they played the music,” he told Unkut. “Everybody was bopping their head, they were all kinda surprised. Talib [Kweli] was there and he came in the office and said, ‘What is that?’”

“I was like, ‘I just want to listen to it and kind of get a feel for the vibe of the record and her singing and her soul.’”
— Ayatollah

According to Ayatollah, Mos Def was so impressed by the work on this tape that he purchased the instrumentals for “Ms. Fat Booty” and “Know That” for Black on Both Sides, as well as six other instrumentals that have yet to see the light of day. “I don’t know what he did with them, but if you thought those two were some great records, you have to hear the other six,” he told Nodfactor. “The other six were amazing, like really amazing.”

The Ayatollah episode of Mass Appeal’s “Rhythm Roulette”.

But ultimately, it was “Ms. Fat Booty” that changed Ayatollah’s career and his life. “While I was laying the beat down, he was writing next to me, writing the lyrics while I was putting the beat together in the studio,” Ayatollah told Hip Hop Speakeasy. “We made a hip hop classic.”

The song, which was released as a single late in the summer of 1999, made the Billboard charts and helped Mos Def’s solo Black on Both Sides album go gold less than a year after it was released. And thought he turned the late music legends voice into a classic track, Ayatollah could have never imagined how far the song would would travel from its humble origins. “It’s been considered one of hip-hop’s greatest records every made,” he told Nodfactor. “I wasn’t thinking about that when I was up inside my room just by myself just working on the track.”

With music fans all over the world still mourning Aretha Franklin’s recent passing, there has never been a better time to revisit her 1965 single “One Step Ahead” and Ayatollah’s bold re-imagining of it for Mos Def’s classic debut album.


Connect with Ayatollah on Instagram and on Twitter @ayatollahbeats.

If you enjoyed this piece, please consider following my Micro-Chop and Bookshelf Beats publications or donating to the Micro-Chop Patreon page. You can also read my work at HipHopDX or follow me on Twitter.

Micro-Chop

Dissecting beatmaking, DJing, music production, rapping, and sampling.

Gino Sorcinelli

Written by

Freelance journalist @Ableton, ‏@HipHopDX, @okayplayer, @Passionweiss, @RBMA, @ughhdotcom + @wearestillcrew. Creator of www.Micro-Chop.com and @bookshelfbeats.

Micro-Chop

Dissecting beatmaking, DJing, music production, rapping, and sampling.

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