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Produced by: E. Dan and Big Jerm

Wiz Khalifa: “I recorded that in Pittsburgh. E. Dan made that beat from scratch. I told him the vibe I was going for and I sat in the studio all night while they were making that. I didn’t think I was gonna rap that night. I thought I was gonna be comfortable just getting a beat made and then doing the verses another time.

”I went to sleep from like 12 to 2 while they were working. I don’t fall asleep a lot in the studio because I want E. Dan to always be able to come in the room and ask me like, ‘Yo, what you think about this?’ That was just a long day so I just caught like a nap real quick and when I woke up I was still tired.

“I went to the bathroom, and was about to leave. I said peace to everybody, but then I heard the hook part of the beat and I immediately ran in the booth and started singing the hook. The words just came as I was singing it. I just made the words up as I went, but that melody just jumped outta nowhere. There was just something about the beat and something about the vibe that just caught me. Then when I did the hook it was crazy.”

E. Dan: “That one, we continued to add parts here and there throughout the next few months. Some of the different parts on there like the bridges and the last verse. That was all some of the stuff we actually went back and added. We were sort of playing with the track the whole time. Mostly, the whole track is basically just keyboards, synths, and some live guitar, live bass.”

“There’s not a sample on the album. I think that was something semiconscious as far as we knew we wanted to do fresh stuff. I mean, a lot of the stuff we’ve done on mixtapes definitely have samples. We just felt like we really wanted this to be something original and unique. We avoided samples from the beginning.

“I play some keys and I play guitar and bass. When I started out, everything I did was more sample-based and a little bit grittier. This was ten years ago. I think over the years, I’ve a tried a lot harder to incorporate more musical stuff into what I was doing. I’ve just gotten better at chops as an engineer and producer in general as far as listening to something I’m working on and being confident in where I want to take it and where I want it to end up.”

Benjy Grinberg (Executive Producer and CEO of Rostrum Records): “‘The Race’ is mine, E, and Wiz’s favorite song on the album. That song means a lot to all of us. E was messing around in the studio when Wiz was there, and started playing those chords, and the chord progression is really interesting. It’s really different, and for a hip-hop song it’s really intricate.

”We were all just blown away by it when we were in the studio and E was playing it. Wiz wrote a song that perfectly matched the mood of those chords. Just like some of the other songs, he went in the last month of recording, and added some stuff to the base. He flew out to L.A., and we went into the Atlantic studios, and brought up that song, and he added the breakdown and the part after the breakdown.”

Zvi Edelman (Vice President Of A&R, Atlantic Records): “I remember Benjy hitting me and saying, ‘Yo, Wiz just made the best song he’s ever made.’ And unlike a lot of managers Ben’s not a big hyper.”