After meeting Tupac Shakur in the early ’90s through his best friend Omar Epps, it wasn’t long before Marlon Wayans was starring alongside the tortured West Coast rapper/actor in the 1994 film Above the Rim.

Just months after the release of the classic urban film, Tupac was convicted and sentenced to ten months and one week in jail for sexual assault. Shakur had also recently been accused — but not convicted — for the shooting of two police officers in Atlanta, who he claimed racially mistreated a civilian. Because of the consistent pandemonium present in ’Pac’s life at the time, Wayans mother didn’t approve of the friendship the two were building. “Watch out for the element that he has around him," the comedian says his mother would warn him about hip-hop’s fallen soldier. "Sometimes it’s not the person, it’s about who’s around him. So I kinda took heed to that and it kinda kept me out of trouble."

XXL caught up with Marlon Wayans to hear about the funniest stories, scariest moments and life on set with a gangster. —Amber McKynzie


My boy Omar [Epps] put me up on ’Pac. I was always into the party songs, so I was like, “Oh, he’s fucking with humpty-hump. That’s it I’m there.” I met ’Pac when he was doing Juice with Omar Epps, who’s my best friend. I was at Howard University at the time. I was like, I’m not ready to act. I’m gonna go do college, and then I’m gonna act. I would come up to the set of Juice, and I met ’Pac there. We all got along ’cause ’Pac, like myself and Omar, is a performance art high school kid. We just kinda got along because we all came from the hood, but you know once you go through that school it kinda washes you out a little bit. It got the rough edges off. His stayed a little more rough than ours, but that was hip-hop.

When [we] did Above the Rim I didn’t hang with him as much as I wanted to because he had a lot shit going on during that time. He had a lot of dudes around him and my mom was like – and this is when I listened to my mother ’cause I fresh out the house – “Watch out for the element that he has around him. Sometimes it’s not the person, it’s about who’s around him.” I took heed to that, and it kept me out of trouble. That’s when he went through the whole rape charge thing. I was in the same hotel as him. That’s [also] when he got the shot [and] had the shootout in Atlanta. So much happened during Above the Rim. “Is he gonna make to the set today or not?” Working with him taught me so much about work ethic and being a beast.

We shared a trailer. My room was on the left side; his room was on the right side. I would get a contact high from all the weed that was going on. The dude was working while he was working. After work, he would go work and go do a song. He would come to the trailer with new song. He would be like, “Come listen to this song.” He would play the song for me and Dwayne Martin, and we would be like, “Yo, that’s dope. When did you that?” He would be like, “Last night.” Some of the song that wound up being on the album when he came out of jail – from that time and era of Above the Rim.