In 1999, The Roots released their magnum opus to that point, Things Fall Apart, their biggest commercial and mainstream album of their careers at the time. The Philly-based crew grabbed the likes of Mos Def, Erykah Badu, Eve, Beanie Sigel, DJ Jazzy Jeff, Common and J Dilla to lend their talents to the project, creating one of hip-hop's jazziest, most musical and most cohesive albums of the past two decades.

Fifteen years later, The Roots are at the height of their fame, having just transitioned alongside Jimmy Fallon last week into their new lane as the house band for The Tonight Show, one of the most prestigious and high-profile gigs a band could achieve, coming off one of the best albums of their career in 2011's concept album undun. But it was that fourth album that put the Legendary Roots Crew on the map for good. "It doesn't seem like that much time has passed, but I guess so much has happened in my life and all of our lives since that record came out," Black Thought tells XXL. "Time flies. I feel like I've had two and a half careers since Things Fall Apart, you know?"

With the anniversary of the album coming yesterday (Feb. 23), Thought hopped on the phone with XXL to talk about some of his favorite memories from the recording of the album, the Philadelphia music scene in the late 1990s, and the mysterious case of a disappearing Mos Def. Hint: it involves fish sandwiches. Check it out. —Dan Rys (@danrys)


Goals For The Album

Black Thought: I don't know if we had any specific goal aside from really solidifying our place in music history, I guess. That was our intent. We wanted to stand out in an era where lots of music was sounding the same, and lots of artists were conceptually doing what everyone was doing. I just remember putting that record out and expressly wanting to stand out as something that was different, but equally as, if not more, powerful.


The Recording Process

Black Thought: I don't think there was that much of a different process, I feel like we hit our stride at that point. We began for the first time to really understand the potential of live instrumentation in making hip-hop music. We had to realize our potential across the board, and it was like the start of us becoming more efficient with the way we conveyed that energy.


Recording Sessions

Black Thought: Our sessions always have valleys and peaks. There's always a really good argument or two. At some point during the recording process of any particular record, it's safe to assume that a band member is gonna quit. So you had stuff like that. These were the days of larger recording budgets at record labels, and you would spend a lot more money recording. I think we were still going to tape, so there would be reel after reel of music, like actual reels. And sometimes we would also run cassettes—we would just record the room, so if anyone said or did anything in the room during a session, we would have it. An idea might come from a super strange time, out of nowhere when you're doing something really weird. So we would do shit like that, like record the actual room for the duration of a recording process. We were just into trying new things, different things, anything to see what it was gonna produce sonically.


Narrowing Down The Tracklist

Black Thought: We would do focus groups, I guess, where we would watch people really closely, see who reacts to what and for what reason. We'd begin to narrow it down. Especially back then, we would record so much stuff to choose from, there would be a dozen songs, or dozens of songs, that you really wanted to make the cut that just may not have for whatever reason. That was part of the process.


Separating The Album Into Four Acts

Black Thought: I think that was something that came into play once we began sequencing and the whole mixing and mastering process. Back then, we'd take into consideration the amount of time allotted per side on pieces of vinyl, and also I think maybe still for cassettes back then. I'm not sure, maybe we still did cassettes. The amount of time per CD, per disc when you put it on CD, or a double CD. It had something to do with how we sequenced the music, and how we thought one sonic, artistic thought should end and the next should begin. And I guess we decided to separate it and break it down, and we thought it would be cool to do it in the way you would [experience it] in the theater.


The Philadelphia Scene

Black Thought: Philly was poppin' back then, musically. We had this thing that we did every week, a jam session called Black Lily, and on any given night at the Black Lily you would have people traveling from L.A., New York, London, other places in the world to come and jam with us. And it was where lots of people in Philadelphia—'cause a lot of people who were in attendance had the opportunity to be exposed to a young Jill Scott, or Jazmine Sullivan when she was a little girl, or Jaguar Wright, or John Legend when he was in college, or Erykah Badu, Musiq Soulchild; so many people who were part of the Philadelphia scene. But then, artists from other places would come and perform because they had heard how interesting the scene had become. At that time, Philly was a great place to be a musician and a vocalist.

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Live Bands In Hip-Hop

Black Thought: That was like the revolution in music where the standard became taking a live band out to tour. At that point it was still The Roots, Goodie Mob, I think OutKast had a band, and The Fugees. So there weren't that many people that were rockin' the full-on live instrumentation on stage. But it was slowly becoming the new norm. The standard was beginning to change, and the pool from which most musicians—your Justin Timberlakes, Janet Jacksons, Jay Z's—whoever needed live musicians and vocalists to tour with, they pulled them from the Philadelphia pool. Even now, you look at who is on the road with whom, and a great deal of the musical directors, the people who are putting the bands together, have their roots, so to speak, in Philadelphia. So when Thing Fall Apart was hittin' and Black Lily was poppin', that was the beginning of that new normal.


"You Got Me"

Black Thought: I mean, "You Got Me" was obviously one of my favorite records. It was something that felt really organic and natural in the way it came to be. And it was just so very well-received almost from Day One, everyone kind of said, this record is gonna have a life. And it did. We ended up winning a Grammy for that song. So that was definitely one of my favorites.

As I recall there was some tension [when the label asked The Roots to have Erykah Badu sing the song instead of Jill Scott]. There was a little bit of a push and pull in that I didn't think it was broken. I didn't think we needed to get Erykah to do this particular song over. But yeah, I met some resistance in that. It wasn't a super big deal, but as I recall, it was a thing.



Black Thought: When we were recording "Dynamite!" J Dilla was still alive. A lot of us, at the top of each year between December and January, we would go out to Detroit to get first dibs on whatever the new batch of Dilla beats was gonna be. So there'd be artists like myself, and Common always, and Erykah Badu, Q-Tip, Busta Rhymes, just whoever was into Dilla's production at that early stage of the game, we would all converge on Detroit. So as luck would have it, this particular year, it was between Christmas and New Year's Eve, and Pete Rock, me, Questlove, Common, Eminem's boy Proof was around and still alive, Baatin who was in Slum Village with Dilla, all of these great MCs and producers from Detroit, as well as us, we were all at Dilla's house at the same time, working on this music.

I think we all got in there maybe the day after Christmas and we worked through New Year's. The song that I went out there to get a beat for for the new Roots album, the serious song that came of that wound up being "Dynamite!" But on New Year's Eve at Dilla's house, we recorded this other song bullshittin' around—I think we just called it "New Year's At Dilla's," or "New Year's At Jay Dee's" or something—it was just a beat playing and everyone was kind of going around the room freestyling but not using that many words, more like a scatty-kind of thing. It was just like a cool moment, a cool memory, especially when I look back and think about how many people who were around then from the Detroit scene are no longer with us.

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"Double Trouble" With Mos Def

Black Thought: Tracking "Double Trouble" with Mos was great. That was the beginning of Mos and my friendship, so to speak. We were friends at that point, but kind of only through friends; we had very many mutual friends, and we had maybe shared the stage a couple times, but that was our first time in the studio together. In short, all I remember about that session—or one of the things I remember most about that session—is that we had gotten to a place where Mos had written maybe ten bars of the two verses that he had on the song, and I had written almost about the same amount. And I remember Mos getting up in the middle of the session and saying, "You know what brother? I'ma be right back. Anybody got a fish sandwich? I'm gonna go to this spot and get a fish sandwich." [Laughs] And he disappeared. He went to go get a fish sandwich and he never came back. [Laughs] So I just remember having to do it again, starting one day and then having to come back another day to finish the session because Mos went to go get an imaginary sandwich.

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Cover Art

Black Thought: We thought that it would be cool to do something for our fans who have been super supportive, who we felt like we could count on to support us if we released something that was more for collectors [Ed. Note: The Roots released five separate, collectible covers for the album]. Initially it was something that we did with a super-limited run just to see what kind of hype it might stir up, what kind of presence it might be able to be potentially tied into doing the multiple album cover thing. For conversation's sake.

For all of these reasons, we just felt like it was something cool that wasn't necessarily going to cost that much more to do that it was unrealistic to try and do it. The kind of thing that would be unheard of now. Album cover artwork, that's something that people don't even really take into consideration anymore. But back then, it was a different time, and that was something that kind of added to the allure or the mystique of that record. It added excitement to the campaign that was beyond the music.

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Winning A Grammy For "You Got Me"

Black Thought: It was huge for us all to have won when we did. It felt like a major coup had been pulled, especially that year—I can't remember who we were in categories against—but we were up for a couple different awards. Whenever we're up for a Grammy there doesn't seem to be any chance that we're ever gonna win. 'Cause the people we're always up against is always like the people who have dominated the airwaves for the past year, television, radio, and it's like, "Oh, The Roots did a good album, too," kind of thing. We didn't expect to win‚ right up until we were announced as winners. It never really set in. We just jumped on stage. I remember we had Common and Erykah Badu were with us, and we all just jumped up on stage. [Laughs] We were all really excited, super excited.