Actor Bokeem Woodbine appeared in his share of critically-acclaimed movies including Jason's Lyrics, Panther and Dead Presidents in the 1990s. But his most memorable starring role to date may not be in a motion picture.

Woodbine portrayed the lead character in Tupac Shakur's "I Ain't Mad At Cha" video. Released shortly after 'Pac's untimely death on September 13, 1996, the clip begins when Shakur gets killed by an unknown gunman—an eerie coincidence considering that the rapper died as a result of gunshot wounds—while Bokeem's character stands by his side. caught up with Woodbine to discuss the making of the classic visual and his interaction with 'Pac.—Carl Chery When did you first meet Tupac?

Bokeem Woodbine: I first met ‘Pac when I got the call that he wanted me to be in his video. The way it went down is they sent the car for us and they dropped me off to the set where he already started shooting the “I Ain’t Mad At Cha” video. Some of his people ushered me to meet him. He was very, very cool and one of the first things he said to me was that he was so happy that I was gonna be involved in the video and that his management, some people close to him, suggested other actors that they wanted to be in the video. He said, "I wasn’t gonna do this video with anybody but you." Right then and there I realized that I gotta try to do the best job I can in this video because this brother specifically wanted me to play the part. We weren’t gonna shoot that day for us to get to know each other, to vibe and just chill. So I went to his trailer and he had his peoples with him and he said, “You smoke?” And I was like, “Yeah, I smoke.” It was like the Sultan of Brunei, it was like, chop, chop. Right away somebody was sent to roll me a blunt. He was like, “Do you drink?” and I was like, “Yea.” So he was like, “bring him a bottle of Cristal.” For self, you know? He was like, “You eating?” I was like, “Yea.” He said, “Bring him a plate." At the time I was a single man and I was thinkin' to myself, “I should have told ‘Pac I like girls.”

Funny. I was wondering if you really did try to "holla at the hoochies with the same line?"

We were so focused on making it the best video it could be that that’s where the focus remained. He told me he had just finished doin' that ["How Do U Want It"] video with Jodeci and them cats. I don’t know if you remember, but that was intense. They had the R-Rated version of the video a while back. He actually told me he was a little physically tired. He had been partyin' with them for a while right before we started shootin' our video. We never really got to hang out like that… we hung at different parties and stuff like that. It was always love when we saw each other, but he was really intent on tryin' to make that video as hot as it could be.

Can you share some of the conversations you two had on set?

Well, it was more about. The stuff that we talked about. He was kinda happy to be out. He had been locked down for a second. He was really happy to be out and the fact that he wanted to make this video as cool as he could be. He was crackin' up at some of the extras that looked like some of the legendary people that have passed on like Jimi Hendrix and all them cats. He thought it was hilarious that they were dressed up like that and how some of them looked so much like the person they were portrayin' and how some of them looked nothin' like the person they were portrayin'. Him and some of his crew were tradin' war stories or whatever. I was cool with ‘Pac but I didn’t really know his crew. So when the conversation went too far in that direction I started thinkin' I’m hearin' somethin' I’m not supposed to hear. He caught wind and the vibe changed and he just made sure the conversation changed. I don’t like to know details. I don’t even like to ask questions so he changed the direction of the conversation. We took about... it had to be four rolls of film, just me and him vibin' so I know those pictures are somewhere out there. He was just the epitome of hospitality. He wanted to make sure I was comfortable, well fed. It was fantastic. I was a huge fan of him, so to get to meet him under those terms and have him be so hospitable was a thrill.