Black Music Month: Kendrick Lamar’s ‘good kid, m.A.A.d city’ 10 Years Later with Producer Sounwave

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In honor of Black Music Month, Billboard’s R&B/hip-hop team will be celebrating four prestigious albums: Kendrick Lamar’s good kid, m.A.A.d city, Lupe Fiasco’s The Cool, Brandy’s Full Moon and the Soul Food Soundtrack. For the first installment of the series, Billboard spoke with Grammy-winning producer Sounwave on the creation and impact of Lamar’s major label debut good kid, m.A.A.d city, which became the first hip-hop studio album to spend over 500 weeks on the Billboard 200 chart.

If you asked Sounwave whether he knew what the impact of good kid, m.A.A.d city would be on his own life — better yet the hip-hop genre — he’d say he didn’t. In fact, he would literally say, “To me, it was just part of our lives.”

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Looking back, the Compton native remembers playing beat after beat for a group of rap hopefuls, at a makeshift studio in Gardena, CA. At the time, Sounwave was around 16 years old, and recalls a soft-spoken, hooded teenage MC entering the space, and asking the budding producer to throw on an instrumental. Spoiler alert: It was Lamar. After entering the booth, Lamar fired off rhymes for 45 minutes straight, Sounwave’s beat tirelessly looping beneath the 18-year-old budding rapper’s spellbinding hooks, verses and melodies. “I was like, whoever this kid is, he’s the next one,” he recalls.

Seventeen years later, the pair remain inseparable — understandably so, after giving life to six culture-defining offerings that reverberated throughout the world: Section.80, Good Kid, To Pimp A Butterfly, DAMN., Black Panther: The Album, and most recently, this year’s Mr. Morale & The Big Steppers. And while DAMN. won the Pulitzer and To Pimp a Butterfly the Grammy, it really all began with good kid, ten years ago, in the backyard of Top Dawg Entertainment CEO Anthony “Top Dawg” Tiffith’s Carson, CA home.

Between friends, family, music legends and up-and-comers alike, a group of Los Angeles dreamers created a Compton epic — rightfully described as a “short film” — capturing Lamar’s unforgiving world so authentically, that it felt almost invasive to consume. Tales of trauma, salvation, love and sin mingle together, with Lamar’s approach in each bar transfixing, and altering the course of how hip-hop albums were conceptualized and created. With good kid, Lamar proved that a hip-hop album could still be commercially successful without the sacrifice of impact and vulnerability.

Below, Sounwave shares some of his memories behind the making of one of the greatest rap albums of the 21st century.

So you were one of the OG Top Dawg Entertainment signees, how did that happen?

I was close friends with Punch — this was back in 2005 — [and] he popped into my room and saw me making beats on MTV Music Generator, a video game on PlayStation. I played him a beat and he said, “You have something. I gotta take you to my cousin.” At the time I didn’t know his cousin was Top Dawg. We pull up, his whole backyard was turned into a home studio. As a 16-year-old, I had never seen anything like this. He gave me the opportunity to do a remix for an artist he was working with, and I took it super seriously. I went home and threw every resource I ever had in my music career on this one remix to impress him, so I could get back into the studio. And I’ve been rocking with them ever since.

Is that how you met Kendrick?

I have to go back even further on that. Before the TDE thing happened, I was at this hole-in-the-wall studio in Gardena. This guy had all the local rappers there, and I was the only producer. He was like, “I got this kid from Compton, he’s supposed to be one of the best rappers out there.” He comes in, hoodie over his head. Didn’t talk to nobody. [He goes] straight to the booth and says, “Throw on a beat,” so I play the first beat I had. He rapped for about 45 minutes and killed everybody in that room. He’s giving hooks, melodies, rapping bars — he’s showing out. I’m like, “Oh, shoot, this is the one.”

A few weeks later, Kendrick and I decide to go separate ways from the person who put everything together at the studio. Everyone else signed with them, we were the only two who didn’t. Whole time I’m searching for him–there’s no Instagram, so you just have to know people. A year later, I’m back in Top’s studio. Soon as I walk in, [someone] is rapping for 35 minutes with the beat looped, nonstop. I can’t see in the booth. I’m like, “Who is in here? This dude is amazing.” Sure enough, [Kendrick] walks out, same hoodie over his head. I was like, “Yo, I’ve been looking for you!” He’s like, “Yo, I’ve been looking for you!” We been that close ever since. It was fate.

Fast forward to good kid, were the tracks you worked on made specifically for this project?

The original good kid, m.A.A.d city was made two years before the one that everyone heard. It was 80% produced by me, just random ideas we had that weren’t fully developed songs. But he had most of the same concept that’s on the [released] version. He always had the [good kid] concept in his head, that was always going to be his first major album. After Section.80, we had a little bit of clout and more resources. So we were able to reach out to people like Pharrell, and of course, Dr. Dre. We could actually live out our musical fantasies, if you will, and explore. Most of the production was tailor-made for Kendrick. There were a few that would be producers coming in like, “Hey, I got something,” and it actually worked.

What made you guys scrap the first version?

We’re big on feeling — and bottom line, it just didn’t feel right. We didn’t feel we were living up to what we can fully do. For example, the skits that we had on the original were just kid voices we thought could fit because their voice sounded good. But if you listen to the album that’s out now, those are literally his homies who live the same stories he’s telling. He literally stuck a mic in the middle of the studio and started talking. That’s why it feels so authentic, like you’re actually in that seat with them.

That leads into something else I was curious about, if you had to describe the energy in that room with one word, what would you use?

Hungry. We knew the goal. We knew the opportunities that were in front of us. We had Dr. Dre in one room, Terrace Martin in the next room — all these people we admire and love gathered just to make this one album a special thing. So that motivated us to go as far as we can with this.

How many songs did you work on? The internet says three.

It’s probably listed as three, but not knowing the rules back then, I didn’t give myself credit for the songs I would add to. If I didn’t produce it, I didn’t tell anybody. Like, people don’t know I did the 808s on “Poetic Justice” — stuff like that — because it’s not listed.

If you had to give a percentage of how many songs you contributed to in some capacity, what would you say?

About 40 percent.

One of your biggest contributions was “Bitch, Don’t Kill My Vibe.” Did you know you were creating a track people were going to bump for the next decade? 

No clue. I had no idea. Honestly, I thought it was a great album filler. Like, “This is an amazing B-side record, the core fans will love it.” I did not know it was gonna take off how it did.

I don’t know if there will ever be a time where you go to a function, and that song doesn’t play.

And that still blows my mind to this day. I can even go even further — the perfectionist that I am, I still listen to that beat and cringe because there’s certain things that I wish I could have did better.

Are there any moments being in the studio during the making of good kid that stick out to you most?

The main thing I can think of — because I still laugh about it to this day — is when we figured out how sharp and perfect Dr. Dre’s ears were. He was mixing “Sherane a.k.a Master Splinter’s Daughter.” It was me, [Kendrick] and [Derek] Ali in the room, and Dr. Dre stepped out for a second. We were listening to it, and Ali shifted one little hi hat, probably by accident. We didn’t hear it, we were just like, “Yeah, this sounds real good!”

Dr. Dre walks in and he’s listening to it like, “Who touched something?” Everybody looked at each other like, “Yo, what?” He says, “No, something sounds completely off.” So he dissects everything, and finds one little shift of a high hat over to the right. And we’re all just blown away. They’re like, “How can you even catch that?” Even the trained ear can’t hear that. It was the first time I was like, “Oh, Dr. Dre is Dr. Dre.”

How many tracks do you think were on that song?

We stripped it down, but the original version had about 40 tracks for the beat alone.

Do you feel like you’ve fully internalized that you were a part of history in the making?

I don’t think it has hit me. I think because I’m in this bubble of being with Kendrick all the time, that he’s still just a homie to me. I can’t pull myself out of that bubble and just look at the overall effect that has happened. I mean, I know what happened. I know good kid changed the course of how albums were made. But to me, it was just part of our lives.

How have you both evolved creatively from good kid to Mr. Morale & the Big Steppers

Creatively, we have no limits. Back then we came into a major label [that’s saying], “You got to have this. You got to have that. You got to have your single ready.” And we followed the format a little bit, but we still made it our own. But now, all bets are off. We throw paint on the wall and sift through the colors to see what makes sense to us. It’s just pushing boundaries as far as we can — trying to reinvent music and then morph it into something actually understandable. It’s unchained. We have no rules anymore.

Do you ever make something together and think it might go over people’s heads?

We always make stuff and we love it, but then we play for other people and they don’t give a reaction — their mouths are just open, like, “What just happened?” That’s the only time we say, “All right, maybe we went too far,” and that happens a lot. [Laughs.] Like, we gotta dial it down just a little bit.

What do you feel the impact of good kid was on Black music?

I think it changed albums in general. For a long time, albums were made song for song, we brought it back to actual concepts where you have to listen to the full thing to understand it. So people can actually feel how you felt making the album. I think that was missing at that time. We didn’t even know what it was at the moment. We made what we wanted to make, and the way it was received is, “This is how you make an album.”

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