Is the Death Row music from ‘Above the Rim’ the last great hip-hop soundtrack? Even bigger than the film — and from Warren G to The Lady of Rage to Tupac — this West Coast project still rules 25 years later

It’s early 1994. Robin Allen, the bruising emcee first introduced to millions as The Lady of Rage on Dr. Dre’s 1992 opus The Chronic, had been asked by Dre if she had anything in her arsenal for a new joint he was working on.

Rage was the second rapper signed to Death Row Records, which during the height of its ’90s run grossed an estimated $100 million per year. After the multiplatinum success of Dr. Dre and Snoop Dogg’s stunning 1993 Doggystyle, The Lady of Rage had next. And unbeknownst to her, the mashing, funk-injected “Afro Puffs” was set to be included on the soundtrack for a basketball drama called Above the Rim.

Because after the self-proclaimed “lyrical murderer” had knocked out her bars at the famed Can-Am Recording Studio in sleepy Tarzana, California, Rage wasn’t impressed with the playback. In fact, she hated the song.

“I didn’t think ‘Afro Puffs’ should be my first solo track because I didn’t believe it was lyrical enough,” Allen says more than two decades later. “I thought those rhymes were just child’s play.”


This was the high-flying age of black cinema, first reignited in the mid-’80s by future Academy Award-winning director Spike Lee with his 1986 debut She’s Gotta Have It. What followed was an “urban film” explosion exemplified by the surprise success of New Jack City (1991). The Wesley Snipes/Ice-T drug drama was a hit with audiences, pulling in nearly $50 million at the box office. And when record label executives saw its eclectic soundtrack — featuring the likes of Color Me Badd (“I Wanna Sex You Up”), Guy (“New Jack City”), 2 Live Crew (“In the Dust”) and the aforementioned Ice-T (“New Jack Hustler (Nino’s Theme)”) — reach double platinum status, executives scrambled to repeat its success.

“I thought those rhymes were just child’s play.” —The Lady of Rage

Having a chart-topping soundtrack soon became as important as scoring a box-office hit. Musical accompaniments to Boyz n the Hood (1991) and Juice (1992) went gold. The soundtrack for the Eddie Murphy romantic comedy Boomerang (1992) hit triple platinum. There was also the gold soundtrack to Poetic Justice (1993) and the platinum one for Menace II Society (1993). The soundtrack for multimillion-selling, Babyface-produced Waiting to Exhale (1995) remains a classic, as does the platinum one for The Nutty Professor (1996), the double platinum one for Soul Food (1997) and the platinum Bulworth (1998).

So, despite her protests, The Lady of Rage became a vital part of the success of one of that era’s most celebrated soundtracks. “I even begged Suge to take me off Above the Rim,” Allen recalls. “One day I was riding in the car with my manager at the time and I said, ‘I’m sure glad Suge dropped ‘Afro Puffs’ from the soundtrack.’ And she’s like, ‘Girl, Suge didn’t take that song off the album.’ I lost it. I had no idea how big the Above the Rim soundtrack would become. But Suge knew.”

Of course, Suge is Marion “Suge” Knight, the infamous co-founder and CEO of Death Row who today sits inside a California state prison cell. He was sentenced last October to 28 years for voluntary manslaughter. In recent years, the 53-year-old’s fearsome reputation has taken a hit. But back in ’94, Knight was fast becoming the most intimidating man in the music industry: a rap boogeyman known for imposing violent will on friends and foes alike. Few people said no to Suge Knight.

Yet, the former Compton, California, football standout was also an ambitious businessman who negotiated the ownership of his label’s master recordings as part of its partnership with Interscope, a rarity in the music business. Knight saw Above the Rim as a chance for Death Row to step outside of its gangsta rap confines. The bet paid off.

“The album was more successful than the movie.” — Brian Alexander Morgan

Released 25 years ago on March 22, 1994, the Above the Rim soundtrack sold more than 2 million copies and topped the R&B Albums chart for 10 consecutive weeks. It peaked at No. 2 on the Billboard 200, the pop album chart, raising the profile of Death Row as a major industry player.

It’s true that the cultural impact of the black star-powered movie soundtrack started way before the ’90s. There’s Isaac Hayes’ monumental Shaft (1971), Curtis Mayfield’s riveting Superfly (1972) and the Aretha Franklin/Mayfield gem Sparkle (1976). Prince’s Oscar-winning, bar-raising Purple Rain and Whitney Houston’s 18-times platinum global smash The Bodyguard are revered icons of the form. But Above the Rim flipped the proverbial script. “The album was more successful than the movie,” Brian Alexander Morgan says with a laugh. He’s the principal songwriter and one of the producers of SWV’s infectious “Anything” remix featuring Staten Island, New York, hip-hop heroes the Wu-Tang Clan, one of several great songs on the Above the Rim soundtrack.

On the set of Above the Rim in Harlem, Tupac Shakur was a larger-than-life presence.

Photo by Mark Peterson/Corbis via Getty Images

And it’s true. While Above the Rim today stands as a cult classic, the film — written by Barry Michael Cooper and starring Duane Martin, Leon, Tupac Shakur, Bernie Mac and Marlon Wayans — stalled out in theaters at little over $16 million. But the Above the Rim soundtrack succeeded in part because of its very oddness: a hard-core West Coast rap label handling the music for a movie set in Harlem USA. But somehow it all worked.

The Lady of Rage’s “Afro Puffs” song, the one she fought Knight over, became the biggest hit of the underrated emcee’s career during the summer of ’94, reaching No. 5 on Billboard’s Hot Rap Singles chart. And the rhyme empress was joined by her seemingly unstoppable Death Row label mates.

Snoop Dogg, Tha Dogg Pound’s Daz Dillinger and ’hood-certified crooner Nate Dogg showed out on the ride-out track “Big Pimpin’.” No-nonsense songstress Jewell — who had previously contributed soulful vocals to Dr. Dre’s “Let Me Ride” and Snoop’s “Who Am I (What’s My Name)” — was featured on two standout tracks, including the sensual Aaron Hall duet “Gonna Give It to Ya.”

Washington, D.C.’s Majic 102.3 Radio One host and former BET personality Madelyne Woods joined Death Row in the winter of ’94 as a production coordinator for the Above the Rim soundtrack — at times doubling as an executive assistant for Knight. She still marvels at the vocal prowess of Jewell Caples.

“There was nothing fake about Jewell,” says Woods, forever immortalized by A Tribe Called Quest’s Phife on their 1993 “Electric Relaxation” (“But hon, you got the goods, like Madelyne Woods …”). “She made it very clear what she thought about you. And the talent that woman had … Jewell could blow the doors off of anybody in the industry today with her rich tone and delivery. That’s what was so amazing about Death Row. The stable was so deep with talent.”

Suge Knight saw Above the Rim as a chance for Death Row to step outside of its gangsta rap confines.

Photo by Ken Hively/Los Angeles Times via Getty Images

Deep is an understatement. Daz’s in-the-zone Dogg Pound partner Kurupt delivers the most potent verse on the sinister “Dogg Pound 4 Life”: “Before I even step m—–f—–s hit the deck / I gets wreck with a tech so cash in like checks, fool.” Even now Kurupt’s face beams when he speaks of those wild but productive Above the Rim studio sessions.

“The key to ‘Dogg Pound 4 Life’ is that was the reality for us,” says Kurupt, who is revered as one of the most devastating West Coast lyricists to pick up a mic. “We were really Dogg Pound for life: me, Daz, Snoop and Nate Dogg. I wanted to prove that … I was the greatest. And I really believed that, because we had the best team. That’s what you hear on Above the Rim. We had Rage, who would come to the studio before anybody because she wanted to be the first one on the mic. We had Snoop, who was a monster. We had Dr. Dre, who was a genius. And we had Suge making s— happen.”

And of course there was the larger-than-life presence of the enigmatic Tupac Shakur, the brilliant, scene-stealing star of Above the Rim who was quickly becoming known as much for his Thug Life-propelled street anthems as he was for his high-profile run-ins with the law. When you hear the heartfelt ode to the dead homies “Pour Out a Little Liquor” and his bonus soundtrack cuts — “Loyal to the Game,” featuring Treach and Riddler, and the haunting “Pain” — you are listening to an uncompromising artist just a few verses away from becoming a pop culture antihero.

But at its heart, the story of Above the Rim is one of brazen musical curveballs. And the biggest one of them all was Warren G and Nate Dogg’s million-plus-selling “Regulate,” that era’s most unlikely pop triumph.

Everything about “Regulate” is blissfully absurd. From the blue-eyed soul easy-listening sample of Michael McDonald’s 1982 hit “I Keep Forgettin’ (Every Time You’re Near)” to its fairy-tale opening: “It was a clear black night, a clear white moon.” That segues into a harrowing back-and-forth tale between Warren G and Nate Dogg about surviving a violent carjacking.

“Suge didn’t ride around listening to a lot of gangsta rap.” — Madelyne Woods

But “Regulate” almost missed the cut. Although Warren G — who came up in Long Beach, California, with Snoop and Nate as a member of the group 213 — made solid contributions to both The Chronic and Doggystyle, he was still a man without a country, so to speak. Warren G was looking for a record deal, but Knight was slow to recognize.

Meanwhile, Russell Simmons’ Def Jam Records, which was in a slump, desperately wanted in on the West Coast rap takeover. Chris Lighty signed Warren G to his Violator Records, which was distributed by Def Jam, and the rest is history. “Regulate” was chosen as Above the Rim’s first official single and was unleashed on the public in the summer of ’94. The monster track zoomed to No. 2 on the Billboard Hot 100 Singles, a massive anchor for the soundtrack and an MTV staple.

But it wasn’t just Warren G’s come-up that had the industry buzzing. Death Row, the imprint known for behind-the-scenes beatdowns and the hardest gangsta rap around, had proved it could compile a savvy soundtrack dominated by the sounds of rhythm and blues. Of course, it didn’t hurt that the perfectionist Dr. Dre, today a near-billionaire music mogul and revered hip-hop visionary, had carte blanche over all selected tracks on Above the Rim.

“The sound had to be just right for Dre,” says veteran video game, music and film sound mixer Phil Brewster, a former assistant recording engineer at Death Row. “He’d come in the studio, listen to a mix and go, ‘Oh, no. F— that.’ And he would take all the faders and bring them down and start EQ-ing even when the track wasn’t playing. Within 10 to 15 minutes, Dr. Dre had the best mix. It was incredible to see.”

But the throwback attitude of such Above the Rim cuts as “Old Time’s Sake,” “Part Time Lover, “Hoochies Need Love Too, and Al B. Sure’s “I’m Still In Love With You” carry the DNA of Suge Knight. “This was a fantasy album for Suge,” says Woods. “If you were in the car with him, during the whole ride there would be nothing but old soul and R&B like Teddy Pendergrass, the Isley Brothers, Sam Cooke and New Birth played. Suge didn’t ride around listening to a lot of gangsta rap.”

Decades later, the towering shadow of Above the Rim still hovers over all modern soundtracks (such as Kendrick Lamar’s vital 2018 Oscar-nominated project for Black Panther) that have the audacity to risk it all. For Kurupt, who in recent years has moved into the commercial cannabis business, Above the Rim will always be in heavy rotation.

“You can find a lot of greatness and genius on the streets,” he says. “Death Row was giving outlets to people who had no other way in life, but they had talent, and Above the Rim was another outlet for us. Suge and Dre wanted us to make a soundtrack that was equivalent to a classic album. That’s why we are still talking about it all these years later.”