Check out the Freshmen Class Here

Putting together the 2011 Freshmen issue was a labor of love, especially when it came time to shoot our cover. The 12-hour work day was filled with hectic schedules, a lot of running around, and coordination. Not only was the entire XXL staff in the house, we also had 11 different rappers on hand. Add on to them, their respective entourages, and additional camera crews, and you might be able to understand how crazy things can get on shoot day.

What our faithful readers are left with is a memorable cover image (plus the pics that appear on the inside of the issue), what the XXL staff is left with are lasting memories that the camera didn't capture. Rather than keep it all to ourselves, we'd figure we'd share.

Here are 11 fun facts from behind the scenes at the 2011 XXL Freshmen Cover Shoot.

1. Akon— who along with Kanye signed CyHi The Prynce, attended the photo shoot, kicked it with the staff and even ate lunch with us.

2. Mac Miller was the first rapper to arrive at the photoshoot, Rostrum Records team in tow.

3. Yelawolf was the last artist to arrive, having just gotten off a plane from Aspen where he performed at the Winter X Games the night before. Now that's dedication.

4. Lil Twist was the last artist to leave the shoot at around 7pm.

5. The slingshot that Yelawolf is holding on the cover, ended up going home with him. Though we're sure he isn't the only one who left with a souvenir.

6. After the shoot was over, Kendrick Lamar and YG went to NYC club SOBs and performed that night.

7. The $500 custom-made jacket that Big K.R.I.T. is rocking on the cover, was delivered to him just minutes before the cover shoot. It almost didn't get worn.

8. Lil B and Kendrick Lamar tied for the smallest entourages— they each only showed up with one person in tow.

9. Lil B walked around the whole day with his shirt off, but he did ask permission first. What a nice guy.

10. Meek Mill brought his own barber to the shoot with him.

11. Lil B refused to take off his worn-out Vans. despite our wide-selection of fresh kicks and the urging of XXL's fashion team.