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All Eyez on Me
Studio album by 2Pac
Released	February 13, 1996 (1996-02-13)
Recorded	October 13 – December 18, 1995
Studio	Can-Am Studios (Tarzana, Los Angeles)
Genre	West Coast hip hop gangsta rap G-funk
Length	132:20
Label	Death Row Interscope
Producer	2Pac Bobcat Dat Nigga Daz DeVante Swing DJ Pooh DJ Quik Doug Rasheed Dr. Dre Johnny "J" Mike Mosley QDIII Rick Rock
2Pac chronology
Me Against the World (1995) All Eyez on Me (1996) The Don Killuminati: The 7 Day Theory (1996)
Singles from All Eyez on Me
"California Love" Released: December 3, 1995 "2 of Amerikaz Most Wanted" Released: May 7, 1996 "How Do U Want It" Released: June 4, 1996 "I Ain't Mad at Cha" Released: September 15, 1996

All Eyez on Me is the fourth and final studio album by American rapper 2Pac to be released during his lifetime. Released on February 13, 1996, just 7 months before his death by Death Row and Interscope Records, the album features guest appearances from Dr. Dre, Snoop Doggy Dogg, Redman, Method Man, Nate Dogg, Kurupt, Daz Dillinger, E-40, K-Ci & JoJo, and the Outlawz, among others.

The album features productions by Shakur alongside a variety of producers including DJ Quik, Johnny "J", Dr. Dre, DJ Bobcat, Dat Nigga Daz, Mr. Dalvin, DJ Pooh, DeVante Swing, among others. The album was mixed by DJ Quik. It was the only Death Row/Interscope release that was distributed through PolyGram in the United States.

A gangsta rap album, 2Pac raps about his experiences of living in poverty and in luxury; critics particularly note that 2Pac widely diverges from the social and political consciousness of 2Pacalypse Now (1991) and Strictly 4 My N.I.G.G.A.Z... (1993). The album includes the Billboard Hot 100 number-one singles "How Do U Want It" (featuring K-Ci and JoJo) and "California Love" (with Dr. Dre, featuring Roger Troutman) and the hip-hop ballad "I Ain't Mad at Cha", along with the Snoop Doggy Dogg collaboration "2 of Amerikaz Most Wanted" as a promotional single. It featured four singles in all, the most of any of Shakur's albums. Moreover, All Eyez on Me made history as the first ever double-full-length hip-hop solo studio album released for mass consumption globally.

All Eyez on Me was the second album by 2Pac to chart at number one on both the Billboard 200 and the Top R&B/Hip-Hop Albums charts, selling 566,000 copies in the first week. Seven months later, 2Pac was fatally wounded in a drive-by shooting. The album won the 1997 Soul Train Music Award for Rap Album of the Year posthumously, and was also posthumously nominated for Best Rap Album at the 39th Grammy Awards in 1997. Shakur also won the award for Favorite Rap/Hip-Hop Artist at the American Music Awards of 1997.

Upon release, All Eyez on Me received instant critical acclaim and was praised for its innovation in the rap genre as a G-Funk album, and it has been ranked by critics as one of the greatest hip hop albums, as well as one of the greatest albums of all time. It was certified Diamond by the Recording Industry Association of America (RIAA) in 2014, with shipments of over 5 million copies (each disc in the double album counted as a separate unit for certification), and in 2020 was ranked 436th on Rolling Stone's updated list of the 500 Greatest Albums of All Time.

Background

In October 1995, Suge Knight and Jimmy Iovine paid the $1.4 million bail necessary to get Shakur released from Clinton Corrrectional Facility,on charges of sexual abuse. At the time, Shakur was broke and thus unable to make bail himself. All Eyez on Me was released following an agreement between Knight and Shakur which stated Shakur would make three albums under Death Row Records in return for them paying his bail. Fulfilling part of Shakur's brand new contract, this double-album served as the first two albums of his three-album contract.

Euthanasia was the initial title of the album until it was changed to All Eyez on Me during the recording process. Shakur explained to MTV's Bill Bellamy in December 1995 saying:

It's called All Eyez on Me. That's how I feel it is. I got the police watching me, the Feds. I got the females that want to charge me with false charges and sue me and all that. I got the females that like me. I got the jealous homeboys and I got the homies that roll with me. Everybody's looking to see what I'mma do now so All Eyez on Me.

All Eyez on Me was originally intended for a Christmas 1995 release but was pushed back as Shakur continued to record music and shoot music videos for the album.

Recording and production

The album features guest spots from 2Pac's regulars, such as former-Thug Life members and The Outlawz, as well as Dr. Dre, Snoop Doggy Dogg, Tha Dogg Pound, Nate Dogg, George Clinton, Rappin' 4-Tay, The Click, Method Man, and Redman among others. The song "Heartz of Men" samples a portion of Richard Pryor's comedy album That Nigger's Crazy. Most of the album was produced by Johnny "J" and Daz Dillinger, with help from Dr. Dre on the songs "California Love", which he himself appeared in also as an album guest spot, and "Can't C Me", which was Clinton's appearance. DJ Quik also produced, mixed and made an appearance on the album, but had to use his real name on the credits because his contract with Profile Records prevented him from using his stage name.

Lyrical themes

The songs on All Eyez on Me are, in general, unapologetic celebrations of living the "Thug Lifestyle". Though there is the occasional reminiscence about past and present friends, it is a definite move away from the social and political consciousness of 2Pacalypse Now and Strictly 4 My N.I.G.G.A.Z.... The songs on the album along with the name of the album itself, allude to the feeling of being watched. With songs like "Can't C Me" and "All Eyez on Me", 2Pac makes it known that he feels the presence of surveillance, most notably by the police and those wishing to do him harm. The album also references the fact that 2Pac is under the attention of many fans, being his fourth studio album and his first after spending almost a year in jail.

Singles

The first single, "California Love" featuring Dr. Dre and Roger Troutman was released, December 3, 1995. This is perhaps 2Pac's best-known song and his most successful, reaching number one on the Billboard Hot 100 for eight weeks (as a double A-side single with "How Do U Want It") and 12 weeks at number one in New Zealand. The song was nominated for a Grammy Award for Best Rap Performance by a Duo or Group (with Dr. Dre and Roger Troutman) in 1997. A remix version also produced by Dr. Dre appeared on the album. The song has since been certified 2× platinum by the Recording Industry Association of America.

"2 of Amerikaz Most Wanted" featuring rapper Snoop Doggy Dogg, was released as a promotional single on, May 7, 1996. The video was directed by one of 2Pac's production partners, Gobi M. Rahimi and was filmed four months prior to the September 1996 shooting of 2Pac. The prelude for the song shows a parody of Biggie Smalls ("Piggie") and Puff Daddy ("Buff Daddy") in discussion with Shakur about the November 1994 shooting. The beginning of the scene where Tupac is speaking to Biggie is in reference to the scene in the film Scarface in which Tony Montana speaks to his alleged killer before shooting him. The song peaked at number 46 on the US Billboard Hot R&B/Hip-Hop Airplay chart.

The second single, "How Do U Want It" featuring R&B duo K-Ci & JoJo, was released, June 4, 1996. It was paired with "California Love" as a double A-side single, with 2 of Amerikaz Most Wanted and the non-album track, Hit 'Em Up serving as the B-sides. The song reached number one on the Billboard Hot 100. There were three videos filmed for the song: two in the same set for the single in April 1996. The video was directed by Ron Hightower and produced by Tracy D. Robinson. These two are distinguished by MPAA rating (one is certified adult material). The video portrays a wild sex party with Jacuzzi, mechanical bull riding, cage dancing and pole stripping. All actors and actresses are dressed in Renaissance-era costumes, though all clothes are removed for the nude clip. The adult-material video also features numerous porn stars, including Nina Hartley, Heather Hunter, and Angel Kelly. The limousine segment seen in the clean version is the same except no nudity. The third one is the concert version, mostly them performing on stage. There are cameo appearances by K-Ci & JoJo, and fellow group member of Digital Underground Shock G both in the concert and studio segments.

"I Ain't Mad at Cha" featuring singer Danny Boy, was released in Europe and parts of Oceania shortly after Shakur's death as the final single from the album, on September 15, 1996. For the video the song was re-recorded with a live band. The new track was recorded at Can-Am Studios by Conley Abrams. The video was filmed on May 15, 1996.

Critical reception and legacy

Professional ratings

Review scores
Source	Rating
AllMusic
Entertainment Weekly	B+
Los Angeles Times
NME	9/10
Pitchfork	9.4/10
Q
Rolling Stone
The Rolling Stone Album Guide
Spin	7/10
USA Today

All Eyez on Me received widespread critical acclaim. Spin magazine gave it 7 out of 10 and said: "As long as you don't expect philanthropy from Tupac, you'll find honesty and some pleasurably twisted scenarios." The record ranked No. 3 on Entertainment Weekly's list of Top 10 albums of 1996. AllMusic stated, "Maybe it was his time in prison, or maybe it was simply his signing with Suge Knight's Death Row label. Whatever the case, 2Pac re-emerged hardened and hungry with All Eyez on Me, the first double-disc album of original material in hip-hop history. With all the controversy surrounding him, 2Pac seemingly wanted to throw down a monumental epic whose sheer scope would make it an achievement of itself. But more than that, it's also an unabashed embrace of the gangsta lifestyle, backing off the sober self-recognition of Me Against the World. Sure, there are a few reflective numbers and dead-homiez tributes, but they're much more romanticized this time around. Despite some undeniable filler, it is easily the best production 2Pac's ever had on record".

In the Los Angeles Times, Cheo Hodari Coker praised the album: "All Eyez on Me, a 27-song, 133-minute gangster's paradise, finds the rapper even more venomous than he was before his 11-month incarceration for sexual abuse. He displays no remorse for his tough life, and even less feeling for his enemies. The only thing jail time did for 2Pac was make his creative fires burn even hotter—he raps here with a passion and skill matched in gangsta rap only by Snoop Doggy Dogg and the Notorious B.I.G. And with such producers as DJ Pooh, DJ Quik, Dr. Dre and Johnny J laying down the tracks, he finally has a musical team worthy of his talent."

Jon Pareles of The New York Times considered the album typical gangsta-rap fare, but with superior production. "Standard images of ghetto desperation turn up...but far more of 2Pac's rhymes are about living in luxury: driving a plush car, drinking cognac, smoking weed and having all the women he wants." Pareles notes that, "while 2Pac used to show some sympathy for women, he has returned to hard-line gangsta machismo, with women as either gold-digging 'bitches' or heavy-breathing, pliant 'hos'." The Guardian gave the album two stars out of five, declaring it "one of these angry recriminatory discs would have been more than enough, thanks." finding that "too much of the two hours is consumed by self-justifying rants like Only God Can Judge Me and Skandalouz." The review concluded that "There is some delicious g-funk here but 2Pac's attitude sours the whole thing."

"It's like a Cali thug-life version of Pink Floyd's The Wall – pure gangsta ego run amok over two CDs," complained Rolling Stone. "At that length, the album's all-hard-all-the-time tone approaches caricature." Nonetheless, the album was included in the magazine's essential recordings of the 1990s.

Accolades

• Asterisk (*) signifies unordered lists.

Commercial performance

All Eyez on Me debuted at number-one on both the US Billboard 200 and the US Top R&B/Hip-Hop Albums charts, selling 566,000 copies in its first week, becoming 2Pac's second number one album on the chart. The album was eventually certified diamond by the Recording Industry Association of America (RIAA). As of September 2011, All Eyez on Me has sold 5,887,630 in the United States, making it 2Pac's highest-selling album. It has charted on the Billboard 200 for 105 weeks in total.

In the United Kingdom, the British Phonographic Industry certified the album silver on January 1, 1997, followed by gold on July 22, 2013, and platinum on November 14, 2014, for sales of over 300,000 copies in the United Kingdom.

It was re-released in 2001 as enhanced CDs containing the "California Love" music video. Both discs contained the same data track. It was also re-released as a Dual-Disc in 2005.

Lawsuit

Civil rights activist and fierce rap critic C. Delores Tucker sued 2Pac's estate in federal court, claiming that lyrics in "How Do U Want It" and "Wonda Why They Call U Bitch" inflicted emotional distress, were slanderous, and invaded her privacy. The case was later dismissed.

Track listing

• Track listing adapted from the album booklet

Notes

• "All About U" features uncredited verses from Hussein Fatal and Yaki Kadafi
• "Life Goes On" features vocals from Stacey Smallie and Nanci Fletcher.
• "California Love (Remix)" features background vocals from Barbara Wilson, Nanci Fletcher, and Danette Williams. The full original version can only be found on promo vinyl versions.
• "Can't C Me" features additional vocals from Nanci Fletcher
• "Got My Mind Made Up" originally was a Dogg Pound song featuring Wu-Tang Clan member Inspectah Deck, The Lady of Rage, and RBX, but their vocals were removed when Daz gave 2Pac the song for his album.
• "Wonder Why They Call U Bytch" originally featured former Bad Boy Records singer Faith Evans, but her vocals were replaced by Jewell.
• "Check Out Time" features background vocals from Natasha Walker.
• "Ratha Be Ya Nigga" features background vocals from Stacey Smallie.

Leftover and extra tracks

Most of the songs on the list were remixed on posthumous 2Pac albums Still I Rise, Until the End of Time, Better Dayz and Pac’s Life.

• "All About U (Solo Video Version)" featuring Nate Dogg
• "Ambitionz Az A Fighta (Mike Tyson Mix)"
• "Better Dayz"
• "Come With Me (Interlude)" feat. Danny Boy
• "Da Struggle Continuez" feat. Hussein Fatal, O.F.T.B. & Big Syke
• "Don't Fall Asleep (Original Version)" feat. Daz Dillinger, E.D.I. Mean, Hussein Fatal & Kastro
• "Don't Stop The Music (Original Version)" feat. E.D.I. Mean, Hussein Fatal & Nanci Fletcher
• "You Can't (Fade Me)" feat. Jewell, Kastro & Napoleon
• "Fair Xchange (Original Version)" feat. Tyrone Wrice & Cappucine Jackson
• "Fuck Em All (Original Version)" feat. E.D.I. Mean, Kastro & Napoleon
• "Give Me Love" feat. 6 Feet Deep
• "Komradz" feat. E.D.I. Mean, Kastro, Mussolini, Napoleon & Storm
• "Late Night" feat. DJ Quik & AMG
• "Letter 2 My Unborn (Original Version)" feat. Natasha Walker
• "Ma Babiez Mama" featuring Yaki Kadafi
• "M.O.B. (Original Version)" feat. Big Syke, Hussein Fatal, Mopreme Shakur & Yaki Kadafi
• "Penitentiary Bound" feat. Dramacydal & Mopreme Shakur
• "R U Still Smiling For Me?"
• "Secretz Of War (Original Version)" feat. Hussein Fatal, Kurupt & Yaki Kadafi
• "Soon As I Get Home" feat. Yaki Kadafi
• "Still Ballin (Original Version)" feat. Kurupt
• "Still I Rise (Original Version)" feat. Big Syke, Hussein Fatal & Yaki Kadafi
• "There U Go (Original Version)" feat. Big Syke, Kastro & Yaki Kadafi
• "The: Thugz"
• "U Can Call (Original Version)"
• "What'z Next (Original Version)" feat. Mopreme Shakur, Big Syke, Prince Ital Joe & Natasha Walker
• "When I Get Free III (Original Version)"
• "Where U Been" feat. Danny Boy, Hussein Fatal, Napoleon & Big Syke

Sample credits

Personnel

Credits for All Eyez on Me adapted from AllMusic and CD booklet.

• 2Pac – associate producer, composer, producer, vocals
• Suge Knight – executive producer
• Norris Anderson – production manager
• Delmar "Daz" Arnaud – composer
• Dave Aron – engineer, mixing
• Big Syke – vocals
• Larry Blackmon – composer
• David Blake – composer, mixing, producer, talk box
• B-Legit – vocals
• Bobcat – composer
• Calvin Broadus – composer
• R. Brown – composer
• C-BO – vocals
• Larry Chatman – associate producer
• Rick Clifford – engineer
• G. Clinton, Jr. – composer
• George Clinton – composer, vocals
• Nanci Fletcher – vocals
• Dorothy Coleman – background vocals
• W. Collins – composer
• Kenn Cox – composer
• CPO – vocals
• Woody Cunningham – composer
• Tommy D. Daugherty – engineer
• Danny Boy – vocals
• Dat Nigga Daz – producer, vocals
• Robert Diggs – composer
• DJ Pooh – composer, mixing, producer
• Dr. Dre – composer, mixing, producer, vocals
• Tha Dogg Pound – vocals
• Nate Dogg – vocals
• Dramacydal – vocals
• Dru Down – vocals
• Norman Durham – composer
• E-40 – vocals
• Ebony – background vocals
• Bobby Ervin – composer, producer
• Fatal – vocals
• Brian Gardner – mastering
• Michael Geiser – associate engineer
• Yaki Kadafi – vocals
• Nathaniel Hale – composer
• C. Haskins – composer
• Johnny Jackson – composer
• Jewell – vocals
• Johnny "J" – mixing, producer
• Puff Johnson – background vocals
• Jojo the Elf – vocals
• E. Jordan – composer
• Kurupt – vocals
• Alvin McGill – associate engineer, engineer
• Method Man – vocals
• Michel'le – vocals
• Mike Mosley – assistant engineer, composer, mixing, producer
• Nanci Fletcher – vocals
• Shirley Murdock – composer
• Ken Nahoum – photography
• Outlawz – vocals
• J.P. Pennington – composer
• Prince – composer
• George Pryce – art direction, design
• QD3 – composer
• Rappin' 4-Tay – vocals
• Doug Rasheed – composer, producer
• Danny Ray – background vocals
• Redman – vocals
• Richie Rich – vocals
• Rick Rock – producer
• Patrick Shevelin – associate engineer
• Carl "Butch" Small – percussion
• Stacey Smallie – background vocals
• C. Smith – composer
• Henry "Hendogg" Smith – illustrations
• Snoop Doggy Dogg – vocals
• Troy Staton – engineer
• D. Stevens – composer
• E. Stevens – composer
• D. Stewart – composer
• The Storm – vocals
• DeVanté Swing – composer, mixing, producer
• Roy Tesfay – production co-ordination
• Rahiem Prince Thomas – composer
• S. Thomas – composer
• Sean "Barney" Thomas – keyboards
• Larry Troutman – composer
• Roger Troutman – composer, vocals, talk box
• Natasha Walker – background vocals
• Carlos Warlick – engineer, mixing
• Barbara Warren – stylist, unknown contributor role
• Bruce Washington – composer
• Danette Williams – background vocals
• Barbara Wilson – background vocals
• Nanci Fletcher – background vocals
• Keston Wright – engineer

Charts

Certifications

See also

• Tupac Shakur discography
• List of number-one albums of 1996 (U.S.)
• List of number-one R&B albums of 1996 (U.S.)
• List of best-selling albums in the United States

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External links

• All Eyez on Me at AllMusic
• All Eyez on Me at Discogs (list of releases)
• All Eyez on Me at MusicBrainz (list of releases)

• 1996 albums
• Albums produced by Daz Dillinger
• Albums produced by Dr. Dre
• Albums produced by DJ Pooh
• Albums produced by Rick Rock
• Death Row Records albums
• Interscope Records albums
• Tupac Shakur albums
• Albums produced by DJ Quik
• G-funk albums
• Albums produced by DJ Bobcat