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.



[Because of the final scene in Above the Rim] I got people hittin’ me on Twitter like, “You killed Tupac!’ That was a movie! I wasn’t the actual shooter in Vegas buddy. “I can’t believe you did that,” [people write on Twitter]. I didn’t, that was theatrics. [But] killing him on set was a little intimidating. We laughed about it ’cause he was laughing about how I look holding a gun. He was like, “Look the way you holding it”. I was like, “Sorry I don’t have my Bishop from Juice degree brother!” What’s funny is everybody would mess with me, but I’d be like, “Nigga you see me I shot ’Pac in Above The Rim. Leave me alone”. It was good times man. That whole movie was a lot of work.

A lot of different stuff that was going on in terms of his life. To me, it was one of the lowest… a low high period for him. It was before his jail time, and so much had happened during that little three months of working on that movie. When he came out [of jail] man, he was just a Phoenix rising from the ashes. He was on some next level because it wasn’t the guy rhyming about it – he actually became it. It was tough for him because sometimes he was a leader that followed. He was a giving dude and sometimes he let his heart and other things lead him astray. Me, I have the guidance of five—of my mom, my dad, my brothers, my sisters – you know I get a Wayans beat down if I have the wrong people around me.

You know, sometimes when you’re in this industry you don’t have those things. I’m thankful and blessed to have that ’cause I could’ve easily been around many different bad elements. God is watching over me. If ’Pac was alive for this generation, I think he would’ve been a great part of listening—a generation that so needs it. You know the ’90s was the ’90s. I don’t know what the year 2000-2010 is. I can’t tell you. There’s no definition really, and nobody’s really stepped up in that way. ’Pac was more than a rapper; he was more than an actor. I think Pac was a voice and a movement, and [he] had so much potential. It’s just so sad to see his years cut short because I really feel like he would’ve been so impactful. He was politically aware and socially aware, and I think he would’ve been able to dig his hands into the ground in a deeper way. Here’s a guy that can do a song about shooting your face off and the next song about his mama. And he making thugs cry across the world. You gotta respect a guy that can go from 0 to 120 and everywhere in between. To me, that’s the saddest thing about him not being here.

[When he passed], I coped with it the same way I cope with everything, jokes. I remember the good times, and that’s what gets me through and keeps me laughing. ’Pac was a conflicted dude. He was half gangsta and half performing arts high school kid – half activist. he was a lot of things and so but the performing arts high school kid and he was funny. Pac was really funny. That’s what people don’t know about [him]. I used to always teasse him. I used to call him the Palmolive Thug ’cause if you ever touch his hand…the boy had the softest hands in the world. Like softest hands with really nice manicured nails [and] a little bit of weed stuck in them. We used to laugh and I used to tell him he had eyes Snuffleupagus. Like how you gon’ be a gangsta with Snuffleupagus eyes. What kind of gangsta is that? You a thug in Sesame Street? You know what I’m sayin? You know, real long eyelashes. But it was just me and him being silly. We was kids when we was around each other. I think it was good for him to have that. When you around me and you around Omar, it’s no pressure to be gangsta. It was just man take the thug scarf off your head, put the pistol down for a second and let’s just roll a blunt and laugh. I never smoked because I was never into weed but I used to watch them get high, and I’d be silly as hell so I probably got a contact.

I really miss what he would’ve been for this generation but you know his music lives on like no others. The man was more productive in his afterlife than he was on Earth. How amazing is that? That’s what artists don’t understand. People are always like, Oh, I’m waiting on my deal. No, you just work. This is expression just do it. ’Pac was an artist, man. Look at what he did in his short little life.

He taught me about being a beast; always grinding – you don’t have to wait for work, you go work. We had a great chemistry on set like a great trust. Pac had layers, man. You know he could make you dance, he could make you think, he could make you cry, he could make you want to shoot somebody’s face off. He was just a—you know it takes a hell of an artist to do that. I remember when he did—I actually saw him and Biggie perform together. ’Pac invited me down to Grand Slam. I went down there to go say what’s up to him, and him and Biggie was performing. This was when Biggie was new. He was performing “Party and Bullshit.” There’s a famous picture of Biggie and s’Pac from that night at Grand Slam and it’s like their Malcolm and Martin shot and I’m in the background. I’m in the background looking at them both. I saw both of them 20 minutes before they both died.