Here is cut from QDIII interview:
"When he called me for Makaveli he just told me he needed tracks, we went through the usual beat selection over the phone, he picked like 8 tracks, a few days later I showed up in the studio to record them and he started breaking down what his vision was for the Makaveli album.
He told me he would continue to drop single after single from All Eyes On Me for the next two year and that Makaveli was an album that was only intended for the swapmeets and underground shops to let people know that he still could make grimy street records, he said it would not be available to the masses, no single, no video. Up until this point I prided myself on being well known for coming through with radio singles for Cats and I was looking forward to doing that for Pac this time too so when I heard that this album was only for the swapmeets I was at first a bit disappointed only because I had brought what I felt where radio and club heaters.
I will attempt to recall all the songs we recorded for Makaveli, it all happened so fast that it's hard to remember details.
1. Teardrops & Closed Caskets
This is a track that I brought in finished but it was a track that I made specifically with Pac in mind, as soon as I made it I knew that I really wanted Pac to rap on that track, it gave me goose bumps because it had so much emotion. When we were recording this track I remember Pac, Kadafi and the Outlawz all went in the mic booth together and they all spit all their lyrics together in ONE take standing in a half circle aroound the mic, so what you hear is one take with all of them rapping on the same mic, very spontaneous. As a funny side note I remember that I brought my big 110 pound white pit bull to the studio that day and I remember Pac kept joking about him cause he was in the mic booth with him as well holdin' it down. I also remember that Nate Dogg came in fresh off the plane from shooting the "NY NY" video, the one where some NY cats shot up the trailer so the vibe was a bit tense around this time, but he still laid down a banging hook, can't loose with Nate. It's kind of sad because even as we recorded the song it was emotional because of the lyrics and track, but if you listen to it now...just think, it's Pac AND Kadafi...god bless them.
2. Fuck Friends
This is one of the tracks that I thought was more of a radio track and Pac took the track and spit something much more aggressive than I would have pictured, even though I now feel the vocals it seems as if Pac was super amped the night we laid this, I'm not sure why. Originally because of the Whodini replay Pac was going to do a song against Nas where he was talking about how the world is not his, but he changed his mind and did "Friends".
3. Letter To The President
I don't remember much of recording this song, it was another day in the studio with all the Outlawz, I think even Fatal may have shown up that day, he came in from the East Coast and Pac was very glad to see him, at the time I didn't know who Fatal was when he walked in, that was my first time meeting him. I remember I had brought a little electric bong that would blow smoke into your mouth with a little fan so it was real convenient, I remember Kadafi who was a very cool, laid back brother,who also grew up with Pac, probably the most laid back in Pacs crew, he fell in love with that little electric bong and posted up behind the keyboards in the studio and went to town
4. You Don't Have To Worry
Don't remember too much from this session either, it was probably late, plus a lot of Henessy circulated.
5. Soon As I Get Home
Don't remember much from this session either, I really like this song and wish it would get released.
6. Niggaz Nature
Originally we had Val Young singing the hook on this song, we actually tried to get Michael Jackson to sing the hook on this since it was a remake of "Human Nature", he was into it from what we heard but it didn't happen on time so we let that idea go, that would have been dope.
7. To Live & Die In LA -
I was in the studio with Pac, I had some records with me and there was this old song that I played for him to see if he liked the vibe, he felt it and told me to go home and hook up a beat like that. I went home and hooked it up as fast a I could and I think I came back the same night and he listened to the track 3 times (for 15min) and he was already done with his lyrics. He went in the booth without telling anyone what the track was about, he just laid it in one take over about 3 tracks, then he told Val Young what the concept was and she went in and laid her chorus vocal in one take on about 4 tracks total. After the vocals were done Pac had Ricky Rouse lay replace my keyboard bass and guitar parts with live bass and guitar parts and the song was done in less than two hours total. As I told you earlier, Pac originally had no plans for singles or videos for Makaveli but the crazy thing is that literally, the very next day after we recorded "To Live & Die In LA", Pac was already shooting a video to it. He must have made a very fast decision and just up and did it, I had no idea, I found out because I lived in the same hood where they shot the mall scenes at eh time and people where telling me that Pac was shooting a video to the song, I was glad that they shot a video but I was also shocked that it could happen so fast. I had a copy of this song in my car on CD and I used to bump it in my truck before it came out, it was a feel good song to me, recording that song and that actual song is one of my fondest memories of Pac because the whole energy around that song as well as the session was all feel good.
This song just flowed out of everyone that was a part of it, no one thought twice, no one doubted anything, it was full speed ahead until it was done as if it was guided or meant to be, everytime I listen to that song it makes me feel good, even before Pac passed away, that was a very good experience that I will never forget and since recording without thinking twice like that I have changed the way I look at making music.
8. Lost Souls
This is a track that I produced with Sean Barney Thomas.
Here's an interesting tid bit, most of the tracks listed above were originally made for Snoop, I really wanted to work with Snoop as well, I brought him several tracks including "Friends" and nothing came out of it, I walked next door and Pac was like "what!?!" "I'll rap over that right now, those tracks are fire!" and it was a done deal.
I also remember recording all these songs and only one "To Live & Die In LA" made it on to Makaveli, a majority of the other songs have since been released in remix form by the estate."