Features: DJ Drama, Freeway, Willie the Kid, Detroit Red, Juice, Juelz Santana, Curren$y, Mack Maine, T.I., Remy Ma, Pharrell

"I kilt that shit, that right there, that was easy man."

When you rap on someone else's beat, it's an unspoken flex. You better improve on the original, otherwise there's no net gain for the listener. Such statements put the first artist on trial, and if they were banking on the quality of the beat to begin with, it was easy for Weezy to push them off their pedestals.

At this point in Wayne's career, he was snatching the beats from under everyone's feet, hungrily, and there was no mercy, even for his friends. His aim was to prove that he was the best rapper alive, or to at least leave no evidence to the contrary.

What made D2 a classic has to do with: 

1. Instead of blatantly assuming the flows of whoever'd owned the beat previously, Wayne toyed creatively with what had come before. Perhaps he'd rhyme different words with the original hook, but ultimately bring just enough Wayne-ness to the table to transform it to his own song.

2. The very apparent hunger in his approach was put in stark relief by how effortless he made it seem. He had a million rhymes about smoking weed and having sex ready to burst out of his head. It sounded as though he was just casually spilling the overflow onto the rest of us, as well as every other rapper. Each song blends into the next because he just raps non-stop, as though hooks are just a formality.

3. We were still getting used to his ability to rap hilariously imaginative circles around his core subjects of study. So lines like "Then she get straight to the head like a fucking Excedrin" still inspired in us the right reaction—some combination of a groan and a credit-where-it's-due smile. (At some point since, that balance was tipped, which is why people are already panning D5 for lines like "Had a phone in jail, that's a cell phone.") In the wake of D2,  his flows started to be structured for the sake of the punchlines. In the D2 era, he was making the same kinds of jokes, but it was within this frame of Wayne rapping his ass off. It was so fluid. He never paused long enough in between rhymes to let you consider the joke he had just made. The next sneaky stoner double entendre, the next never-before-heard-of-even-thought-of vaginal description was already upon you. There was no need to build in time for a laugh. He was killing everything in sight. —Alexander Gleckman