[Ed Note: This was originally posted June 10, 2013]

Five years ago, a then-25-year-old Lil Wayne capped off an inhuman run of mixtapes, guest features and unofficial leaks with the release of the biggest (in sound and stature) album of the late 2000s, Tha Carter III. It's often overlooked that by the time he released the third part of his Carter series, Wayne had been a working rapper for close to a decade, as the youngest and most energetic member of Cash Money Records and its wily quartet the Hot Boys. Not only had Wayne been exposed to different styles, sounds and proper ways to create records in that span of time, he'd been practicing and perfecting his craft via a consistent output of mixtapes and studio albums, making the greatness of Tha Carter III all but inevitable.

At the time of its release, much of the hype surrounding Tha Carter III mentioned its incredible sales numbers—it sold over a million copies in its first week, a feat that hadn't been accomplished in hip-hop since 50 Cent's 2005 LP, The Massacre—but listening back on the album, it's more a cultural touchstone than a commercial success story. By pulling together a diversely talented crew of collaborators, Wayne—who reportedly recorded over 300 songs for CIII—slowly and painstakingly curated a well-rounded album that plays as more of a greatest hits compilation than an execution of a singular idea.

With contributions from icons like Swizz Beatz, Kanye West and even Jay-Z—who figuratively passed the torch to Wayne as rap's new key-holder on their fittingly titled anthem "Mr. Carter"—Weezy got more than just co-signs of his greatness; he got an open door to the next floor of the building, the superstar floor. With Tha Carter III, he cemented himself as a new legend while aggressively asserting, "Next time you mention Pac, Biggie or Jay-Z, don't forget Weezy baby!" In any conversation about rap's elite since, we haven't forgotten to mention Weezy.

To celebrate the five-year anniversary of Tha Carter III, XXL pulled together a group of collaborators who played an instrumental role in the making of the album to discuss our eight favorite tracks, in which they shed light on the recording process, the unfortunate number of leaks leading up to the album's release and the legacy of Tha Carter III, five years later. Click through to check out what they had to say.

"3 Peat" | "Mr. Carter" | "A Milli" | "Got Money"

"Mrs. Officer" | "Let The Beat Build" | "Lollipop" | "La La"

Importance of Tha Carter III | Is It Wayne's Best Album?

Maestro, producer of "3 Peat": "I always make beats with someone in mind, and at the time it just so happened that I had a good relationship with Mack Maine, so everything I was making at the time was with Wayne in mind. I was in Lil Wayne mode. [Laughs] Prior to that, I'd produced 'Prostitute,' and I ended up in Miami and saw him perform it live, and I just wanted to match the energy of that song. So we worked on a few tracks, and as records we'd done started to leak, I felt as though my chances of making the album were slim. '3 Peat' was kind of a last-ditch effort to make a beat that would stick. When I sat down to make the beat for it, it was at a time when big orchestration was really winning, so I wanted to craft something that could carry the emotion of a powerful record. I wanted to create something memorable and really tell a story. I wanted it to be dramatic and powerful, but to me, it's really about climax; not just a loop or something you can rap over but something that evokes emotion from the artist. The first time I heard it, I was actually mixing a Curren$y record, and I think the engineer was like, 'Hey Maestro, listen to what I'm about to start mixing next,' and he played '3 Peat.' I was like, 'Whooooooa, what is this?' I was blown away, because the type of stuff we had done prior to that was just a totally different type of energy. Admittedly, I didn't want it to be an intro. But you know, it just so happened that it was a really good intro."

Infamous, co-producer of "Mr. Carter": "I started working with Wayne at the Hit Factory [a recording studio in Miami]. In our time working together, I did like 13 songs that leaked that were supposed to be on Tha Carter III. Before the album was done, I think he had to pick like 15 or 18 records out of 300 songs. It was a crazy amount of work. The stuff that leaked on the Internet was just a fraction of the amount of work the dude did. I totally learned what a work ethic in the music industry was from Wayne because that dude was in the studio every day, all day. He was just always recording. There were so many different track listings and directions. I'd hear rumors that a song that eventually ended up on the deluxe edition was going to be the lead single instead of 'Lollipop.' Every day it was a new track listing. You'd walk into the studio and all of the sudden you'd hear, 'None of that shit we were talking about yesterday is happening; he just recorded a whole new album last night.'"

Bangladesh, producer of "A Milli": "Me and Wayne met through a mutual friend, who was signed to Cash Money. When I made the beat for 'A Milli,' I was just creating. I heard [the final version] once the business was getting done. I thought it was like a mixtape song, and I think he felt the same way. Like, not having a hook and not being structured in the typical radio structure, that was what stuck out to me. I didn't really like the song...but I felt like that song was hip-hop. The essence of hip-hop. If you a hip-hop fan, you'll know what I'm talking about. Like, where it comes from. It was just him rapping, and the beat was like four or five sounds, and it was really open. That's hip-hop. 808s and bars."

Infamous: "I remember Drew [Correa, co-producer of 'Mr. Carter'] came to me with some wacky story of this dream he had where he heard, 'Hey, Mr. Carter...' He came up with the hook and the concept, but I walked him through like what chords to play and stuff like that. He put the pianos and the drums down as well as some of the strings, then he sent me the record to put bass on it. Then I added some transitions and sent back to him, and he cut the vocals for the hook that night. He hit me up the next day and was like, 'Dude, it's done.' Then we played it for Wayne, and it was just one of those perfect timing situations, you know? He did the intro and gave us a shout out, and we spent the night at the studio watching him record it. Then it came down to the line to get it on Tha Cater III, and I was super nervous about getting Jay on it too. They were always like, 'We're gonna get Jay on the song,' and I'd always heard the song with an empty second verse because I knew they wanted Jay. But I was super stressed. I had no connect to Jay-Z at the time, but an old friend of mine, Stretch Armstrong, was on tour with him and I was calling him to be like, 'Dude you wouldn't happen to hear if Jay was gonna stop by the studio tonight would you?' Random shit. You know, just trying to find out. But yeah, once I heard it, it totally changed my life. My first big album placement had Lil Wayne and Jay-Z on it."

Play [of Play-N-Skillz], co-producer of "Got Money": "We started making 'Got Money' in New York City, about six or eight months prior to Tha Carter III. It didn't have the hook or even a demo idea, but we were working on it, and that night one of the assistant engineers at the studio actually disconnected all the power in the studio, so the track got lost. This was back in the day when we were tracking beats with an MPC and a keyboard; it wasn't on a laptop or on Logic or some other software. So there was no getting it back unless we actually remade the track. The next day, we went into the studio, and the melody was so monstrous that Skillz was actually able to replay it, and we remade the track pretty quick. It came back pretty much the same, we just fattened up the drums and did some EQ'ing things. So, shortly after that I was working on Pitbull's album, and I actually went and put a demo hook on the record—which is slightly different from what T-Pain ended up singing on it—and Pit went crazy for the song. He wanted it for his album, and he passed it to T-Pain, who did the hook which ended up being the 'Got Money' hook, but Pit was having label trouble, and they wouldn't clear T-Pain. So, I guess the record just kinda floated around, and months later, we got a call from T-Pain's manager saying that Wayne had recorded on it and that it was going to be on Tha Carter III. By then, I'd pitched it to Plies, Fat Joe… Nore actually loved the record, but he caught it on the tail end. So when I got the call about Wayne, I actually had to call Nore and be like, 'Wayne's using the song, sorry man.' Going all the way back to when we lost the track, I honestly believe it was fate that it ended up on Tha Carter III."

Gun Hands: Lil Wayne
Gun Hands: Lil Wayne

Bobby Valentino, featured artist on "Mrs. Officer": "Wayne loves music. That's our common interest. When he was working on Tha Carter III, he hit me and was like, 'Yo, I'm in the A and I'm recording. Come through.' And we already had that vibe, so I went by the studio."

Deezle, producer of "Mrs. Officer": "'Mrs. Officer' really came together in like 45 minutes. Bobby V came by and wanted to do a song, so Wayne stepped over to me and was like, 'Deez, I need something for me and Bobby, you got something?' I was like, 'No, I don't have anything, but I can make something.' [Laughs] So I picked up the studio guitar and the studio bass and made that beat."

Bobby Valentino: "I heard the beat and was like, 'Can I get in the booth and put something on there?' So I went in and kind of came up with the siren sound. I came up with that whole thing, and Wayne was like, 'That's dope. Keep playing with it.'"

Kidd Kidd, featured artist on "Mrs. Officer": "Bobby is a really talented dude. Once he laid the hook, it wasn't nothing. Once you have the hook, it's nothing for the words to come, you know? But yeah, we wanted to talk about lady cops because, you know, everybody hates getting pulled over. There's no question about that. But you know, there's always that sexy ass lady cop, and you just be like, 'Gracious! If you wasn't taking me to jail, I'd get your number.' 2 Chainz was actually supposed to be on the song. He was supposed to have my verse. This was when he was Tity Boi. But I guess I just did my verse and everything worked out."

Deezle: "It was a No. 1 single 45 minutes later."


Deezle, co-producer of "Let The Beat Build": "For 'Let The Beat Build,' Wayne came to me and told me that Kanye sent him a really dope sample, and he wanted to see what I could do with it. So I was like, 'Okay, cool.' I got the sample, and I started foolin' with it and cutting it up and sort of figuring out what it was going to be. Then Wayne came to me and said, 'I have an idea. I want to do a song where over time the beat just progressively gets bigger and bigger until the hook drops.' So I was like, 'Alright cool.' It was his concept, and we went through that whole song together because he knew how he wanted it to feel at certain points. So, I made adjustments, and he did what he does best. He made up all the vocals on the spot, man. The whole song. It was recorded in about 30 minutes."

Jim Jonsin, co-producer of "Lollipop": "I was working on 'Lollipop' for Danity Kane. I played it for their people, and they weren't really feeling it, so I took it over to our studio on South Beach, and Static Major was over there. He was a buddy of mine, and he was with a kid named Pleasure P, from the group Pretty Ricky. So, I played the beat and Stat loved it, and right away he started writing to it. I sampled a couple of things from his vocals, like the 'Call me,' just rocking on the drum machine. He wrote the top-line melody, and Pleasure helped out with a couple of things. From there, either Static or Pleasure brought it to Wayne, and he cut it. I wasn't there when he did it, but he put down the chorus and the verses because the B section and the bridge were already there."

Deezle, co-producer of "Lollipop": "Static and I were friends already, and another friend called me and said, 'Hey, Static is in Atlanta and wants to come ride with you and Wayne. Can you introduce him to Wayne?' I said yes because Static was a really accomplished writer, you know? So he came by, and he and Wayne hit it off immediately. You know, Static was like, 'Hey man, I really wanna get you on my record that's about to come out' and Wayne just hit it immediately. Then Static was like, 'I have one for you too,' and that was 'Lollipop.' He had the hook, and the beat was done, but it wasn't the version that you've heard. It had different drums and different bass. So they recorded the song, then I saw Wayne's face and he didn't look as excited as he should've been, because I knew this was going to be a really big song. So I told him, 'Yo, I'll take this and spend some time with it and make it what it needs to be.' Then a couple days later I brought it back after working on it—I basically replaced all the drums—and when I played it for him he was like, 'Yo, this is my next single.'"

Jim Jonsin: "[Deezle] added some drum programming, some snare rolls and stuff, and changed a few things on there. He also added some weird bass thing that we didn't like, because we originally had this super-low 808 in there, so when we got to the mix we just put our own drums back in. The thing is, I gave them the demo two-track, and they took the two-track and just decided to add a bunch of stuff to it. I kind of felt disrespected, like, 'Why the fuck would you do that? I'm an established guy, and you know what my drums sound like.' But, Wayne decided to go another route and have Deezle add his stuff to it, and you know, that's cool. Obviously, the record was a smash, so everyone's contribution to it was great. I'm thankful for that."

David Banner, producer of "La La": "I'd been hearing that Wayne had been freestyling over my beats. I'd been hearing in the streets that he made compliments about them too, so I was like, 'That's definitely someone I've been a fan of since he was 12 years old, rapping on Cash Money,' so I found a way to get to him. I was always amazed by how much of a student of the game he is and how serious he takes the art of rapping. He's also such a fan of music that when he comes to the studio, he wants to hear all of my beats, not just the beat I have for him. So I'll play him beats, and he'll just stand by the speaker. Just stand there, bruh. When I played him 'La La,' I told him, 'Dude, this is a beat I made for Shrek 3.' Originally, Timbaland, Pharrell and were supposed to make a beat for Shrek 3, and they were having a hard time putting those three guys together, so someone at the company called me and said, 'David, we're not sure we're able to get these three people in a studio. We need you to do this beat.' So, I made that beat for Shrek, then I happened to bump into Wayne. When he heard the beat, he said, 'Shrek ain't gonna get this one, buddy.' He bought the beat on the spot. It was crazy, bruh. He literally snatched the beat from Shrek."

Brisco, featured artist on "La La": "When we recorded 'La La,' we were in the studio, and it was a packed house. Nicki Minaj was there; everybody was there. When I first heard the beat, it definitely wasn't your typical Brisco gangsta-jump-out-with-the-choppa-with-no-shoes-on music. It wasn't that. But, I always try to be innovative and come up with a new approach. So we were just vibing, having fun in the studio, and he came up with that first line, 'Started out hustlin', ended up ballin'.' Then when I heard Wayne's verse, I was like, 'Okay, I gotta murder it too.' Then Busta came in, and you know how animated he is, so he had to jump on it."

32. Lil Wayne

The Importance Of Tha Carter III To Wayne's Career And To Hip-Hop

StreetRunner: "It's always going to be a classic album because of what that time and era meant for Wayne. I mean, he's great, and he's had other great albums, but the momentum and the build-up that led to Tha Carter III was so groundbreaking compared to his other albums. I also think his sound was so new and fresh when Tha Carter III dropped. To have somebody from the South snapping on all these tracks that had soul samples, some were party records, some were more hip-hop; it was different. He showed a great deal of versatility with whatever he was doing around that time. But now, his sound has become sort of the norm, and it's not really groundbreaking anymore."

Infamous: "I always viewed Tha Carter III as being a really well-put-together album, from a songwriter's perspective. He stays in topic, and there are topics that a lot of people can relate to. As an album, and as a piece of art, I think he showed a lot of range and explored a lot of topics. I really see it as being a landmark hip-hop album for a newer generation."

Maestro: "It was impactful. You know, it did numbers. Honestly, I feel like the album itself is a testament to Wayne's momentum at the time, but I don't think it has the congruency or the continuity of more classic albums. I may be remiss to say that, but I do feel like it sounds a little disjointed at parts. That's why it doesn't have that replay value. I think a lot of people bought it and loved it, and critics heralded it as something great for hip-hop, but I don't know how many people actually sat down and played it over and over. That's just kind of a testament to where we're at with music right now. But I do think it was his best collection of work or his best major-label release of work. He's had incredible mixtapes and very solid bodies of work that had that continuity—where the songs just fit and gelled and flowed. But this one, it was more like a hodgepodge of records. Like a best-of collection."

Brisco: "I still feel like the album is underrated. If you go back to it, you'll see why it sold a million first week. You could feel the time that Wayne was in; you could feel the things that he was doing. A song like 'A Milli'? You ain't ever gonna get no bars like that again, you know what I'm saying? That Carter I and Carter II was crazy too, but that Carter III was, you know… Three is a holy number. It's the Father, the Son and the Holy Spirit. It definitely transformed his career."

Dre: "It’s a classic, and it kind of put Wayne in the next category, kind of like he cashed a check. Carter III put him on Mount Rushmore."

David Banner: "The success of the album said that hip-hop was still marketable. Wayne came up at a time when people had given up on album sales when it came to rap music, and I think with Wayne... as hip-hop fans, we have a tendency to be one side of the hip-hop fence or another, instead of just looking at good music. Regardless of what people say, Dr. Dre contributed something to hip-hop; OutKast contributed something; Warren G contributed something; and Wayne contributed something. He kept the doors open for people, when a lot of people were trying to shut the doors. So if anything, Tha Carter III is an entity within itself. It has to be respected, even if for nothing else but the financial aspect of it, and the jobs and opportunities that [Wayne] created for people with it."

Jim Jonsin: "The album meant a ton to rap, man. It was huge. Especially for young rappers and young artists. To them, Lil Wayne is an icon. I can't deny that. He made a mark as a good rapper.

Deezle: "When I'm out at places and people recognize me, they still rave about Tha Carter III, and their comments are usually, 'That's my favorite Wayne album ever!' and that seems to be the case with most people. I know first-hand how the record was created—the energy that went into it, the camaraderie, the creative process. As an artist he was just mentally really comfortable with what he was doing, and he didn't have to worry about certain things as far as creativity was concerned."

D. Smith: "I think that it set a bar, and I think that people should continue to work as hard and as diligent as Wayne did on that album. Not a watered-down version, just to get half of the success. Obviously, people are inspired by Wayne, but I think YouTube and Twitter has made people think that they don't have to do half of the work that Wayne did to get where he did. Like, 'I could do that.' At that moment, people started rapping like him and sounding like him, but Wayne is a beast. He's just...undeniable. It was a great album."


Is Tha Carter III Lil Wayne's Best Album To Date? 

StreetRunner: "The thing that everyone needs to understand is that artists grow into what they grow into. I mean, I'm sure Wayne had money coming off Tha Carter II, and I'm pretty sure he could do whatever the fuck he wanted after that, but he kept working. He was hungrier than anybody, and he was really trying to prove something. But, I think once he proved it, he just didn't feel like he had to prove anything else. He's still an artist who's doing whatever the hell he wants to do. I'd also never count somebody like Wayne out, because he's still so young."

Dre [Of Cool & Dre]: "I remember when being 35 years old as a rapper, you'd be like, 'Wow, that's old.' But now you got Jay-Z, who's still relevant at 43, and Wayne is only 30. Wayne is nonstop, and I don't think he's done evolving yet. He's just like Andre [3000]. We've watched him evolve, and I think that Wayne is ever-evolving, and I think that the music is always going to get better."

Jim Jonsin: "I hope it wasn't [his peak]. I hope he's got more to come. He's just gonna have to put the skateboard down and go make music. And come out of the studio and start working with other people—co-write, get humble, chill out."

Kidd Kidd: "I think it was the best album he dropped. You could listen to that album and still hear the hunger. Not to take anything away from his talent, but on that particular album, you could hear the growth, and you could tell that he was going to be one of the best."

Play: "It was Wayne's best album. I don't know if he'll ever make an album like that again."

Infamous: "As long as I've known Wayne, and up to the point of Tha Carter III, he was really like an athlete, like it was kind of a competition, and he wanted to solidify himself. He wanted to solidify himself as a respected rapper and a respected MC, and he totally did it with that album. He did it with all the Grammy nominations, and he accomplished being appreciated in the mainstream and by his peers like Jay and all these other rappers who appreciated him for his skill rather than just his commercial ability. And I think once you reach that point, for someone like Wayne who's been in the music industry since he was 11, you become an artist and you learn to explore new boundaries and new territories. And you know, as a fan you either go along for the ride because you're emotionally connected to the artist, or you're just like, 'This is not what I'm used to.' But that's not really what it's about. I don't think Wayne has anything else to prove as a rapper. He's proved to everyone that he can rap; now he's just trying to be an artist who's exploring new territory every chance he gets. What more can you do than commend an artist for looking for new avenues?"

Deezle: "I don't know if he's reached his full potential yet because he has a lot of talent that the world has yet to see. He's far more talented than just being a rapper. So maybe he hit a peak with Tha Carter III, but in a mountain range there are a lot of peaks. And a lot of valleys."

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