Organized Noize Tells All: The Stories Behind Their Classic Records

The legendary ATL production team talks about making music with OutKast, Goodie Mob, Curtis Mayfield, and more.

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Complex Original

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Once upon a time many years ago, three friends from Atlanta, Georgia decided to form a music production trio. Their goal wasn't to be the next big industry hitmakers, nor was it to gain local popularity—it was simply to play backup for a collective of several young rappers they had taken under their wings. The three young men were named Rico Wade, Ray Murray, and Patrick "Sleepy" Brown. They called themselves Organized Noize.

Starting out in the basement of Rico's mom's house—a.k.a. "The Dungeon"—Organized Noize cooked up sounds for their collective, which came to be known as The Dungeon Family. On any given night, future supergroups like OutKast and Goodie Mob would be down in the basement, making the music that would make them hip-hop legends.

Though no one knew it then, it's now become starkly obvious how groundbreaking Organized Noize's sound was. To say they were ahead of their time would be an understatement. Besides creating their own stars, Organized Noize has been credited with resuscitating En Vogue's career, giving Ludacris his most memorable party anthem, and handing TLC their biggest hit ever on a silver platter.

In this Complex exclusive, Dungeon Family founder Rico Wade, fellow Organized Noize producer Ray Murray, and associate producer Mr. DJ, tiptoe down memory lane to discuss the hits that put their crew on the map, and the juicy behind-the-scenes stories you've never heard before... until now.

Written by Linda Hobbs (@LinnyLovesLin)

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1. OutKast “Players Ball” (1993)

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Album: A LaFace Family Christmas / Southernplayalisticadillacmuzik
Label: LaFace

Rico Wade (Producer, Organized Noize / Founder, Dungeon Family): "'Players Ball' was for a Christmas album, so when [LaFace Records co-founder] L.A. Reid called me he was like, 'I need y'all to do a Christmas song.' And we had just kind of got the LaFace deal with OutKast, and this was the first thing he called and asked for.

"Thing is, we don't really fuck with Christmas like that. That's where we were at the time, we were on some, 'Christmas is not one day out the year, it's every day.' For us, it was just about being realistic. People get caught up in the excitement of, 'I got to buy this, I got to do this and that” and they lose they mind.

"Our thing was, why wait till a certain time of the year? Every day you need to do something. And if it was Jesus birthday, of course it would be cool, but since we know it's not, whatever.

"But anyway, I told OutKast, 'We gotta do a Christmas, song but we'll just talk about what we don't do on Christmas, or what it means to us.' And while we were in the studio working on it, I had to go meet Ray at another session, cause he was working on a song for this group called The Drip Drop.

"I went over to the studio and I heard the beat he was doing. We took that beat and took it to the studio and turned it up. We ended up using that for 'Players Ball.' There were samples at the beginning, and we were like, 'We know we can't clear these samples' so that's when we got Big Rube to talk on the beginning. But that song ended up jumping off OutKast's career."

Xscape “Tonight” (1993)

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TLC "Waterfalls" (1994)

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Goodie Mob “Dirty South” (1995)

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Goodie Mob “Goodie Bag” (1995)

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Album: Soul Food
Label: LaFace

Rico Wade: "I was making the beat in my mother's bedroom and my cousin DJ [who went on to produce 'Ms. Jackson' and 'Bombs Over Baghdad' for OutKast, and a lot of stuff for Common] was there. To be honest, there's only a couple of beats that I've allowed him to work on, and that was one of them."

Mr. DJ: (former Associate Producer, Organized Noize / Co-Founder, Earthtone III / Cousin of Rico Wade): "That first Goodie Mob album was recorded right there at the Dungeon, at Ric's house in the studio downstairs. Rico had the sample going and I came in there and put some drums on it. That was kind of like my job at first, as being an associate producer for Organized Noise. That was my thing: make sense of stuff. Everybody was so busy doing other stuff. Ray of course, was always making beats. And Ric was in and out. Ric would be making beats and then Ric would be on the phone handling the business, getting the money. At the Dungeon, everybody would always just drop by all the time, so we would have beats cooking."

Rico: "We put that out on the album Soul Food of course. Soul Food totally meant a family, totally meant more than fucking food. But overall, 'Goodie Bag' was my idea, it was my melody, but DJ added extras to it. People might not know that DJ was a part of that, because he didn't get credit. But I got him [paid] for the production work he did on Goodie Mob's 'Black Ice' and 'They Don't Dance No Mo.'”

DJ: "There's a lot of things I may not have gotten credit for, but I was always financially taken care of. I was always straight. Between my cousin and them being fair, and my attorney, I've never been jipped out of any money. Believe that. I've always got what was due to me. Even though there was a time where Interscope stopped giving us money, we never had any fallouts over money."

Society of Soul “Peaches N' Erb” (1995)

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Album: Brainchild
Label: LaFace

Rico Wade: "This was one of Pimp C's favorite songs. He later remade it and called it, 'Swishas & Erb.' He did it for UGK's last album. Me, Sleepy and Ray were and are fans and friends of UGK. They wanted us to help them a lot but we were busy working with OutKast.

OutKast “Benz or Beemer” (1995)

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OutKast “Two Dope Boyz (In A Cadillac)” (1996)

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Album: ATLiens
Label: LaFace

Rico Wade: "There's nothing special about that session. The only thing special about 'Two Dope Boyz in a Cadillac' is the fact that them dudes got a blog called, '2 Dope Boyz' and they got it from our shit—another one of our ideas that we came up with. But we not mad though, those bloggers support us."

OutKast "Elevators (Me & You)" (1996)

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Album: ATLiens
Label: LaFace

Mr. DJ: "Andre 3000 actually did all of that. Me, Dre and Big all learned how to produce from Rico, Ray, and Pat [Organized Noize]. Cause when we first started doing the first album, we all used to just hang around the Dungeon at Rico's mom's house and watch them. They use to always be on the beat machines making the beats that OutKast eventually rapped to to make that first album Southernplayalistic. And we would just mimic ON.

"It was always cool to watch Organized Noize working on beats because they might have a blunt hanging out with the ashes falling on the beat machine and Ray would be turning them buttons and you'd just hear the 808s and the samples, all the different melodies and stuff, and that was, like, intriguing. That was how we learned how to produce. So when we finally got a little money, everybody bought music equipment and just started emulating Organized Noize.

"I started as the DJ for OutKast, and that's what I did for the first album. Towards the end of the first album, me, Dre and Big had a situation, and I stopped being the DJ and decided I was going to go and produce. And that's when I became an associate producer for Organized Noize. Later on, Big and Dre were like, 'Ay man, even though you're not DJing anymore, let's start a production company together.' Because at that point I had already produced that whole 8Ball & MJG album, In Our Lifetime Vol. 1, and some other stuff. So Big was just like, 'Man, we should just form a production company.' So me and OutKast formed a production company going into that second album, while we were still on the road. We called the company Earthtone III.

“'Elevators' was one of our songs produced for Earthtone III. I can remember Dre doing that beat, and we were actually on tour when he was working on it. The tour we were on was the Quad City Bass Tour, with the 69 Boyz and This & That. It was a summer tour. We had equipment hooked up on the tour bus, and Dre had his stuff hooked up in the back of the bus and we rode around with 'Elevators' for a long time—it was like a lot of little versions of it Dre kept playing on the bus. And when we got back to Atlanta, that was the first song that Earthtone III recorded ourselves, produced ourselves, and that was the start of us producing the rest of the albums. We kind of knew that 'Elevators' was going to be something special. It's not a super complicated beat, but it resonates. Sometimes less is more."

Rico Wade: "That's one thing I'll give Andre 3000 credit for: he was very very excited about pleasing us [Organized Noize] with his production. I expected everyone around us to know how to make beats. I was encouraging them, too. Sitting around watching Ray do that shit, you can't help but be inspired and motivated. Now how good you gon' be is the key. It never really mattered who was gon' do it, because I never really thought any of them was going to be better than Ray, and they still not. They just copied our style, and they got bigger hits than we got—well actually, they don't cause they ain't produced no 'Waterfalls.' They ain't produced no En Vogue 'What's It's Gonna Be.' The shit they did, though, helped out—because I probably would have never did a 'Ms. Jackson' for them.

"But I didn't feel no kind of way when they formed their own production group. If anything, with OutKast, I made them [Big and Dre] be partners [when I created OutKast], but I really saved them from where they are now, because Big and Dre had a little deep-down resentment towards each other, cause they had been working together for so long, like, 'I spent 20 years of my life with you.' I mean, Keith Richards talks about Mick Jagger the same way. It's like having brothers, like, 'Damn, everywhere we go, we together all the time.' Eventually, that's going to get a little boring. You just don't want to see muthafuckas every day. So they got separate lives now. Andre got his own equipment, Big Boi got his own equipment, and DJ got his own equipment."

OutKast “13th Floor/Growing Old” (1996)

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Album: ATLiens
Label: LaFace

Rico Wade: "We had just done 'Waterfalls' for TLC, so in our mind we were like, 'We want to do something big for OutKast.' So we rented this condo in downtown Atlanta, the Biltmore, and we just kind of worked on some of the songs for that album, and that was one of them that we worked on down there. We got out of the Dungeon and rented that condo because we wanted it to be different when we made that beat. We were listening to a bunch of Sade and stuff at the time. We had Marqueze write the hook for it. But the original hook was the end of 'Growing Old' where it's fading out and we have Andre doing, 'See all them leaves must fall down, growing old…' That was the hook that they originally wrote to it, and we changed it. We wanted that to be a special song."

Mr. DJ: "During the making of that whole second album, we just knew… We kind of knew that we were on to something, and that song just made you feel that. So the cut that I was cutting at the end, I was saying, '96 gon' be that year,' cause that was confirmation that it was going down. No one had to tell me to add scratches to it. Everybody had a role in the camp. And it was an unsaid role, you just knew what you did best and what you had to offer—and that was just what it was. It wasn't nobody questioning it, it was no problem with it. When it came to OutKast laying verses in the studio, I was probably like the only person there with them. Most of the time we did verses at Stankonia Studios. In the early days, I stayed in the studio most of the time, even when OutKast were on the road doing something.

"Lyrically, Big's a faster writer than Dre. When Big goes in to do his verses, he takes off all his jewelry. He takes everything off before he goes into the booth, and that's his little ritual before he lays his verses. My assumption was, he did that before making music because it's, 'as you were when you started.' You know? To have that feeling of pureness. You standing there in a booth with all your jewelry on, you kind of lose touch.

"Dre and Big both write everything. Matter of fact, Dre don't even believe in freestyling, and I don't even think Big believe in freestyling. Cause I think the explanation was, it's a little bit better to think about what you gon' say before you say it rather than just blabbing off anything. It makes more sense to think about what you saying. Cause I remember when we used to be on the road and people used to always want them to freestlye, especially over in the Bay area. They were on the Sway & Tech Wake Up Show show once in California, and everybody would have to freestyle on their show, and Dre and Big explained that they wasn't gon' freestyle cause that's just not what they do.

"Overall, they both understood the power of words. And The Dungeon is just now starting to understand what our music meant to people. Because we were just having fun making music, I don't think we realized how it touched people until later. Now we get to really hear how much people appreciate the songs."

OutKast "Wheelz Of Steel" (1996)

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Album: ATLiens
Label: LaFace

Mr. DJ: "I grew up listening to Magic Mike. Magic Mike is this Miami deejay, and he was the king of cutting. Down south, our DJing consisted of mostly difficult cutting or scratches. That's what we were known for. So I used to watch Magic Mike, and I was like, 'This gon' be the song where I emulate Magic Mike and cut it up.' “'Wheelz of Steel' was dedicated to the DJs. Dre came up with the drums on that beat, Big came up with hook, and all the scratches and stuff, I did. I had like 17 records.

"If you actually listen to the song, everything that I'm cutting, I'm actually saying a sentence with the different scratches on that song. Like at the end of each scratch, I'm actually scratching a word. So each one of those words, if you actually put it all together, are sentences. It's a different scratch for each word, so you have to really listen to it. Like, one particular cut that might come off a Public Enemy record where somebody is saying the word 'feel.' And the next word that might come off an OutKast record, that says, 'so.' For example, say I cut the 'so' from 'So Fresh, So Clean,' and then the other record might be a cut from somebody else saying the word 'good'— I'd cut them all together and in order, and it all ends up saying sentences, like, 'This feel so good.' So I say different sentences with the cuts.

"Me and OutKast might have done that one live only once or twice. It was off the chain. It was a good show song. While DJing, I would do all the behind-the-back stuff, and show performance things. We were kind of like the modern-day Run-DMC. We didn't do the song that much, but it was a live song when we did do it. I mean, I was a good show DJ, a good DJ period, and I kind of really would like to get back to DJing, because I enjoy the power that it has."

Organized Noize “Set It Off” (1996)

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Curtis Mayfield “Ms. Martha” (1996)

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En Vogue “Don't Let Go (Love)” (1997)

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Goodie Mob “They Don't Dance No Mo'” (1998)

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Goodie Mob "Black Ice" (1998)

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OutKast f/ Raekwon “Skew It On The Bar-B” (1998)

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18. Cool Breeze “Cre-A-Tine (I Got People)” (1999)

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Kurupt “I Call Shots” (1999)

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Album: Tha Streetz Iz a Mutha
Label: Antra

Rico Wade: "I did this song for Kurupt because of what he had done on the Cool Breeze album 'We Get It Crunk.' Kurupt just came through and didn't charge us any money—he just showed up. So I was like, 'I'm gonna do this beat for you for free; you can come and stay at my house.' I was just trying to show him some love. He had already had a hotel room he was staying at with Foxy Brown downtown, but I allowed him to stay at my house.

"We went to the Dungeon and I'm blending that shit hard, he writing to it, it's like 3 or 4 in morning, and I'm like, 'Shit, I'm gon' go ahead and go to sleep so I can get up early and we can get back on it.' But Kurupt was like, 'You don't mind if I keep on working?' and I was like, 'Cool.' The engineer was there, so I just went upstairs and went to bed. I remember waking up the next morning and I heard the beat still playing and I walked downstairs and Kurupt was still up smoking cigerrettes, the door was open, and the song was done—first verse, second verse, the hook. And he was looking at me like, 'Check it out.' I realized that people go as hard as you go. I knew I went in, I knew I worked all night, I knew I deserved to lay down… but he knew too. And he didn't go to sleep. And when I got up that shit was done. That shit was stupid. Kurupt is awesome.

"After he did that stuff with me, that's when Daz started fucking back with him, and Dr. Dre started messing with him. Kurupt told me it was almost as if they weren't taking him seriously anymore. So his whole way of getting away was coming to Atlanta. He ended up taking that shit and getting me paid for it. Have gave me $100,000 out of pocket for like three songs. He a real nigga, and that's why we got a great relationship. I later produced his little brother Roscoe's first single, and I worked with Snoop as well. That's family."

OutKast “So Fresh, So Clean” (2000)

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Album: Stankonia
Label: LaFace

Rico Wade: "Sleepy came by the house one day and sang me a melody. The next morning I was in the shower and came up with a beat for it. 3000 is raw; that's why we fuck with him. But Big, he's tangible…he's touchable. Like Dre, you can't touch him, you can't get to him. With Big, it's almost like he's the people's champ. But what's raw about Dre is, he can turn down a $10 million tour—where Big Boi can't. Him and Dre stand side-by-side. Tide wanted to do a commercial using the song, and then Dre didn't want to be on the song. And I actually respect Dre for not falling for the money. I mean, Big had money, so it wasn't like he was tripping."

Ludacris “Saturday (Oooh Oooh)” (2001)

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Dungeon Family “6 Minutes” (2001)

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Album: Even In Darkness
Label: Arista

Rico Wade: "My first time hearing this song was when Big Boi was already on it. Big Boi came up with the idea for Dungeoneze. He jumped that album off."

Ray Murray: "Dungeoneze is like the movement. It's not a group, but it's a continuation of that [Dungeon] mindset and creativity. It's creative expressionism in the 21st century, consisting of film, music, etc."

Rico: "Ray did the beat. They got it done in one night. But everybody fell in line. Bad thing was, L.A. didn't put it out until Andre was on it…that was wack."

Ray: "We all just had good energy that night in the studio. We did the beat and everybody just sat up in the studio kicking it for a minute, like, 'What's going on with you, what's going on in your life?' None of us had seen each other for a minute. And then that nigga Dre just gets up and raps. He told me he was just going in to test the mic real quick. He went in and bullshitted for a half a second. We thought he was bullshitting, and out of nowhere he laid down the whole hook and the first verse."

Nivea “Don't Mess With the Radio” (2001)

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Joi “Lick” (2002)

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Album: Star Kitty's Revenge / XXX [soundtrack]
Label: Universal Distribution

Rico Wade: “'Lick' was on the XXX soundtrack, and Gucci Mane stole it for this song he had out with the Rick James [beat], talking about, 'She's such a freaky girl…' He stole our stuff. I ain't got no problem with it, but Joi ain't like it. She hit me up on Facebook like, 'Gucci stole that.' I haven't brought it up to him but I need to."

Killer Mike "A.D.I.D.A.S." (2003)

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Cee-Lo f/ Ludacris “Childz Play” (2004)

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Album: Cee-Lo Green... Is the Soul Machine
Label: Arista

Rico Wade: "This was one of the beats that I did where Ludacris got off—he killed it. The beat itself was just where we was at at the time, stylewise. It's sort of like that song we did for Luda called 'Blueberry Yum Yum.' We just try to manipulate melodies; that's how we come up with that stuff. Plus, we never did and never do use samples in our music. That's the challenge. This song was a circus vibe, like 'Cell Therapy.' It was just one of our random weird vibes, like OutKast's 'Mighty O.' What the kids are doing right now is not what we're doing really. But I love what they're doing. And I'm inspired by it. Like, I like Pharrell because I met him. I like Dr. Dre because I met him. But the ones who really inspire me are those right here with me, like Ray. We motivate each other every day."

Cee-Lo “Scrap Metal” (2004)

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Album: Cee-Lo Green... Is the Soul Machine
Label: Arista

Rico Wade: "This beat was originally for our early Dungeon group Society of Soul, but we gave it to Cee-Lo. The song itself was Cee-Lo's way of dissing Goodie Mob without beefing, because that was when Goodie Mob had did 'One Monkey Don't Stop No Show.' This was Cee-Lo's way of having a response record for Goodie Mob without saying something that would fuck up something for real. I could tell by the raps what he was talking about, because I knew what was going on at the time."

Brandy “Necessary” (2004)

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Album: Afrodisiac
Label: Atlantic

Rico Wade: "This was a song that Cee-Lo had wrote. Then this executive from Atlantic heard it and he was like, 'I want to use this for Brandy.' So he made it happen—he got Brandy on the track. But what he did was, he had this other girl demo it so Brandy could want to do it. Cee-Lo had demo'd it himself, but Michael took the song and had another girl to do it so Brandy wouldn't be intimidated hearing Cee-Lo's vocals. The way Cee-Lo originally sung it, it was so good, so hard, that they didn't want Brandy to be like, 'I can't sing like him.' So they had this other girl sing it to make it sound lighter. Overall, I was just happy to do a song with Brandy. I loved the outcome."

Big Boi “Hold On” (2005)

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Album: Big Boi Presents...Got Purp?, Vol. 2
Label: Purple Ribbon/Virgin

Rico Wade: "This was an old Goodie Mob song that we did for the first Goodie Mob album, Soul Food. It was a song that was never used. That song was a part of the first five songs we made for Goodie Mob that didn't make the album. Big had requested the song; he asked what we were doing with it. The other unused songs were 'Hold On,' 'Holla At You,' 'Snappin,' and 'Lay Back.' We wound up keeping 'Cell Therapy,' and we used 'Blood' for a performance. Goodie rapped 'Blood' over the Society of Soul 'Embrace' beat when they opened up for Biggie Smalls once. But 'Hold On' was just long and didn't fit the commercial format, so we had to scrap it. Labels always want everything commercial."

OutKast “Mighty O” (1996)

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Album: Idlewild
Label: LaFace/Zomba

Rico Wade: "We hadn't spoken to OutKast in a minute, but [Jive Records CEO] Barry Weiss called us one day and was like, 'I really need OutKast to rap.' So we called up Andre while he was in New York doing something with Nile Rogers. When he answered, we were like, 'Yo, they really want y'all to do a rap song for Idlewild.' And he said, 'Soon as I get back, just send me some beats and I'm going to get it done.'

"So when he got back, we came up with some beats, and went to the studio. First beat we played was 'Mighty O' and he sat there and just wrote. Him and Big couldn't come together for the video though. But the good news is, we got a good relationship with Barry Weiss now. As far as Big and Dre dissing each other in the song, that was a rumor. I heard it too, but I didn't really think that. Big kind of thought that, but I didn't think Dre was doing that."

Ray Murray: "I think that after Idlewild, they both were humbled, in the sense of like, 'People don't like us? People don't feel we're dope?'"

Bubba Sparxxx “Claremont Lounge” (2006)

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Album: The Charm
Label: Virgin

Rico Wade: "Bubba Sparxxx called me one day and was like, 'I got to meet this girl Ric, man, but I don't really have a bunch of money to spend tonight. I don't have no cash on me, so I really don't want to go up there too early. So I'm coming by the Dungeon to chill with you.' So he came over and while he was down [there] I turned this beat on and that's when he wrote the rap. He was like, 'I'm fittin' to meet this bitch up at the Claremont Lounge / The money's low, but I dare not scrounge / Cause I'll be right back / And the money'll follow / It's cloudy today, it'll be sunny tomorrow.' He killed it."

Cee-Lo “Ophidiophobia” (2006)

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Album: Snakes On A Plane [soundtrack]
Label: Watertower Music

Rico Wade: "Me and Ray was out in L.A. working on the Miami Vice soundtrack the same time Cee-Lo was blowing up with that Gnarls Barkley song 'Crazy.'"

Ray Murray: "I really wanted to do movies and stuff. So we went out there and did Ali, went back out there and scored Miami Vice 2, and TV stuff, like, Being Bobby Brown—we did the music for that."

Rico: "While out there on the West Coast, Ray and me met up with the people for Snakes On A Plane and they were like, 'We want y'all to do a song for the movie, but what y'all think about that Gnarls Barkley?' We were like, 'We love them. That's our friend. That's our artist Cee-Lo.' We called him right there. When we got back to the hotel, we came up with a beat, sent it to Cee-Lo through the computer, he wrote Barry, sent it back to us after putting something on it, and we all got paid. They might have gave us $150,000 for that song. We all split it."

Sleepy Brown f/ Outkast “I Can't Wait” (2006)

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Wiz Khalifa "ATL Freestyle"

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