All Of The Tracks On 'Tha Carter III,' Ranked

Tha Carter III, Lil Wayne’s best-selling album, wasn’t just a commercial and critical success—it paved the way for modern mainstream rap. From the lore behind its inception to its stunning first week sales it stands out as a modern classic. In commemoration of its 10th birthday, here’s the entirety of the album ranked.

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Image via YMCM
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It’s arguably Lil Wayne’s peak, the commercial and creative burst that the 2000s music industry needed, and the blueprint for most of modern rap. From “Lollipop” to “A Milli” to “Let The Beat Build” to “Mr. Carter,” Tha Carter III contains songs that not just are amongst Lil Wayne’s best and still slap ridiculously hard, but also ones that created a foundation for future artists to build on.

Selling over a million copies in the first week (the first of any album following the rise of Napster, LimeWire, and iTunes, and the last rap record—excluding streams—to do so), combined with previously unreached heights of critical acclaim for Wayne’s work, bestowed instant classic status on Tha Carter III, setting it as a benchmark for success in rap.

While the record is perhaps a few songs too long, it represents the solidification of Lil Wayne’s status as a hip-hop legend not only due to its album sales, but also to the artistry present throughout. With beats ranging from classic looped drums to spacey, weird alien music to a track once intended for the Shrek 3 soundtrack, the sounds on the album are strikingly different from those that were present in mid-2000s rap, and some of the lyrics are so out there and freeform that the bulk remain unexplained on Genius to this day.

While Wayne will be celebrating the 10th anniversary at Lil Weezyana Fest this August, we’re preceding that commemoration with one of our own: ranking the tracks on the Tha Carter III. For the purposes of this ranking, we stuck with the original tracklist and pretended the god-awful “Pussy Monster” (which replaced “Playing With Fire” on new pressings) doesn’t exist. Each track, beginning to end, contains its own story, explained and detailed here for your reading pleasure.

16. "Playing With Fire" f/ Betty Wright

Producer: StreetRunner

Those who listened to Tha Carter III when it first dropped will remember this track, a Rebirth predecessor that provided a platform for some of Wayne’s most codeine-laced lyrics. Played out over a StreetRunner-produced beat, Wayne touches on not just his ability to get better with time like a watch, but claims he’s doing the same shit as Martin Luther King Jr.

The song’s departure from future pressings of the album (as well when the album was added to streaming services) comes from a lawsuit filed by Abcko Music, which owned the rights to the early music of the Rolling Stones. The chorus and title on “Playing With Fire” are nods to the Stones’ “Play With Fire,” and Abcko, taking issue to the “explicit, sexist, and offensive language” on the song, filed a lawsuit against UMG, removing the track from the 19th-fastest selling album of all time.

15. "La La" f/ Brisco & Busta Rhymes

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Producer: David Banner

The watered-down cousin of “La La La,” which leaked in the lead up to C3 and was placed on The Empire’s unofficial The Drought 2 mixtape, “La La” serves as the beginning of the final chapter of the album.

Featuring Brisco and Busta Rhymes, the song’s instrumental (produced by David Banner) was actually intended to be used in the Shrek 3 soundtrack, a reflection in Banner’s eyes of Wayne’s determination to tackle beats others won’t.

14. "Phone Home"

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Producer: Cool & Dre

“We are not the same, I am a Martian” has become a familiar Weezy refrain, included in multiple songs. “Phone Home” looked to solidify the concept that Weezy truly was from outer space.

Centered around a chorus that stems from a fake Lil Wayne remix of Soulja Boy’s “Crank Dat,” the instrumental is loaded with effects, sounds, and instruments, effectively highlighting Wayne’s weirdness in both personality and lyrics.

After a decade, I’m not ashamed to admit that “and you ain’t shit if you ain’t never been screwed up” made 13-year-old me feel like a nerd for having spent my entire life to that point sober.

13. "You Ain't Got Nuthin" f/ Fabulous & Juelz Santana

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Producer: The Alchemist

With guest verses from Fabolous and Juelz Santana, along with synthy keyboard sounds and snare, this song perhaps reflects 2008 rap better than any other on the album. 

Flashy and random as ever, Fab starts things off by name-dropping 101 Dalmatians, Kermit the Frog, and several Wayans brothers as well as their movies in the span of his 24 bars. Juelz gives us a classic line in “I get money out the ass, that’s some expensive shit.”

Wayne’s verse is true to his approach for most songs of the album: off the top of the head, stream of consciousness bars, with some head-scratchers and some truly unique gems—“My money don’t bend, Mercedes” is somehow both.

12. "DontGetIt"

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Producer: Mousa & Rodnae

In the vein of Kanye West’s “Last Call,” the closer on Tha Carter III is a 10-minute long affair that includes diatribes against both mass incarceration and the Rev. Al Sharpton. 

Born from Nina Simone’s “Don’t Let Me Be Misunderstood,” the laid-back beat plays host to just two Wayne verses, the first featuring an unorthodox rhyme pattern (“Scary/Hail Mary/No tale-fairy/All real, very/Extraordinary/Perry Mason facin' the barrel if he tattle”) and the second producing the memorable line “You thought Wayne was Weezy, but Weezy is Wayne.”

The heart of the track, though, is Wayne’s monologue at the end, which lasts roughly seven minutes. While the latter half, directed towards Sharpton, loses its focus (perhaps as a result of the weed that Wayne smokes halfway through), the beginning is maybe the most Wayne has voiced his opinion on social issues. “You see, one in every one hundred Americans are locked up,” he explains, after having seen the stat in a segment on TV. “One in every nine black Americans are locked up. And see what the white guy was trying to stress was that, the money that we spend on sending a motherfucker to jail, a young motherfucker to jail, would be less to send his or her young ass to college.”

11. "Dr. Carter"

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Producer: Swizz Beatz

A huge narrative in late 2000s rap was the concept of the genre dying, begun by Nas on his aptly-titled Hip-Hop Is Dead and further egged on by the rise of snap rap. Produced by Swizz Beatz for either Jay-Z or Lil Wayne, the latter flipped the beat to turn “Dr. Carter” into a track about saving the rap game, taking three verses to dismiss those who aren’t capable before eventually discovering a talent that’s worthy of taking on the mantle of MC.

With a clear theme, this track sees Wayne perhaps at his most lucid, addressing the concept of boring and unoriginal rappers in the first verse and unconfident ones in the second before finally, the line “fly go hard like geese erection” provides the energy necessary for the saving of hip-hop’s life.

10. "Lollipop" f/ Static Major

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Producer: Jim Jonsin

There are few songs that have a more memorable opening than “Lollipop,” with futuristic keyboard notes giving way to Wayne’s “He’s so sweet, make her wanna lick the wrapper.”

“Lollipop” was Wayne’s first (and so far, only) No. 1 hit, and for good reason. In a time where rap was trying to figure out a true identity, he managed to take elements from electronic music as well as R&B to put together a track that would serve as the predecessor for the autotune-influenced, melody-centric rap that has become standard in the modern era. The saddest footnote to what should have been a major triumph? Static Major, who wrote and sings the chorus, died 19 days before the release of the single, due to complications from an autoimmune disorder.

9. "3 Peat"

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Producer: Maestro Fresh West

“I’m Me,” which leaked prior to Tha Carter III’s release, was originally supposed to be the intro, but after its placement on The Leak (an EP containing the songs that, well, leaked) “3Peat” took its place. The songs have similar feels, with “3Peat” even referencing its predecessor, and the result of the replacement is an opening track that perfectly sets the tone for the rest of the album.

“3Peat” contains just one 40-bar verse, a result of Wayne jumping straight on the song after the producer played the sample of it for him. The song’s title, obviously, references Wayne’s opinion that the third edition in Tha Carter series is his third championship, and the verse contains some of his finer wordplay (“Bounce right back on them bitches, like Magic/Abracadabra, I'm up, like Viagra”).

8. "Tie My Hands" f/ Robin Thicke

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Producer: Robin Thicke

Ah, a reminder of a time when we didn’t have to unabashedly hate Robin Thicke. “Tie My Hands” sits at the halfway point of the album, and provides a respite from the excitement of the first section.

This wasn’t the first collaboration between the Young Money founder and Thicke. “Shooter,” a reworked version of a song previously released by Thicke which came out on both Wayne’s Carter II and his The Evolution of Robin Thicke, was looked at as a highlight of both albums and so it only made sense for the two to try to recreate that magic.

Reportedly the oldest song on the album, Lil Wayne takes time to speak on the tragedy and trauma that Hurricane Katrina had (and still has) on his community, both mourning and seeking to inspire. “Take away the football team, the basketball team/And all we got is me to represent New Orleans,” he concludes towards the end of his third verse, and you’d be hard-pressed to come up with a solid counterargument.

7. "Mrs. Officer" f/ Bobby Valentino & Kidd Kidd

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Producer: Deezle

Of all the great parts of this song, perhaps none are better than the fact that “wee-ooh, wee-ooh, wee” takes up the majority of it. It’s a testament to the bop-quality of the track that Bobby Valentino sounding like Patrick Star in the Hall Monitor episode of Spongebob Squarepants, the head-scratching premise, and the tasteless lyric about Rodney King don’t completely derail things.

Fun fact: Kidd Kidd, who takes the third and final verse on the song, was actually a last-second replacement for 2 Chainz, who at the time was still known as Tity Boi.

6. "Got Money" f/ T-Pain

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Producer: T-Pain & Play-N-Skillz

The first foray into the future T-Pain/Lil Wayne relationship, “Got Money” is a wonderful song if only because the first words you hear are “I NEED A WINN-DIXIE GROCERY BAG FULL OF MONEY RIGHT NOW TO THE VIP SECTION,” which is such a specific flex that you can’t help but be in awe.

Four minutes of pure fun, the track was produced by Play-N-Skillz (who also produced “Ridin’” by Chamillionaire), was originally intended for Pitbull, and had to be remade completely from scratch after technical failures in the studio. The effort is apparent, and the result is a multi-layered, chaotic track that allows both T-Pain and Lil Wayne to employ Autotune to the fullest.

5. "Shoot Me Down" f/ D. Smith

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Producer: D. Smith

You could make the argument that “Shoot Me Down” is, lyrically, the strongest song on the entire album. The instrumental, which on its own justifies the existence of Rebirth, thuds away as Lil Wayne drops some of the finer one-liners of his career (“I spit Alcatraz bars” and “I’mma do it again, like n**** backwards”, to name a couple).

Perhaps no line defines the song, or album, more than what Wayne snarls at the end of the first verse. “This is history in the making,” he boasts. “Now shut the fuck up and let me make it.”

4. "Comfortable" f/ Babyface

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Producer: Kanye West

The lone track to leak before Tha Carter III’s release and still make the final tracklist, the Kanye West-produced song features instrumentation so lush that it wouldn’t feel out of place on a Frank Ocean record. A theme that could seem menacing in another tone or BPM, the soft track is simply a reminder that if you’ve got something good, don’t forget it, or in Wayne’s words, he’ll “send a jet to pick up the next.”

Babyface’s chorus is in itself something to be lauded, but Wayne’s ability to navigate each guitar chord and strum is what really sets the song apart, especially when you consider that each 12-bar verse maintains the same rhyme.

3. "Mr. Carter" f/ Jay-Z

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Producer: Drew Correa & Infamous

Lil Wayne’s relationship with Jay-Z is a deep and storied one, ranging from near-defections (twice!) to Roc-A-Fella from Cash Money to co-signs to subliminals, but at the heart of it has always been Wayne’s respect for Hov as the star he needs to shoot past. “I’m the best rapper alive, since the best rapper retired,” Weezy claimed on 2004’s “Bring It Back,” and rapping over Jay’s “Show Me What You Got” on Da Drought 3, he further declared that, “When it comes to this recording/I must be LeBron James if he’s Jordan.”

The second (and, given the history of the two and their affiliates, probably final) collaboration between the newly-unretired king of rap and the recently-christened new king of rap, “Mr. Carter” serves as a torch-passing, albeit a borderline-unwilling one on Jay-Z’s part.

It’s obvious from the sharpness of each lyric, punchline and metaphor—as well as the placement of a third verse in the immediate aftermath of Jay’s—that Wayne set out to ensure he wouldn’t be an afterthought on his own song.  “I feel big,” Wayne states as the song begins, and he backs up that claim throughout, not only doing his absolute best to outshine his predecessor but also asserting that he deserves to be mentioned amongst the greats, mere seconds after Jay-Z makes a similar claim.

2. "A Milli"

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Producer: Bangladesh

The lore behind “A Milli” is enough to warrant its own 4,000-word thinkpiece, from its multiple versions to its instant classic status to the desire for every rapper in the world to freestyle over it, so condensing it into a single section is a challenge.

Brief background: “A Mill” first leaked in March 2008, with completely different vocals and second verse, and then again with a verse from Corey Gunz. The album version was released as a single on April 23, and in its wake, a mixtape featuring 24 different freestyles over it (ranging from Will Smith to Pitbull to Jay-Z) was thrown together unofficially.

While “Lollipop” was the major single off the album and of Wayne’s career, “A Milli” stands in different territory because of the pure hip-hop nature of the track:  a simple sample and beat looped over and over, providing all the freedom in the world for artistic expression. “I felt like that song was hip-hop. The essence of hip-hop,” said Bangladesh, who produced the beat. “If you a hip-hop fan, you’ll know what I’m talking about. Like, where it comes from. It was just him rapping, and the beat was like four or five sounds, and it was really open. That’s hip-hop. 808s and bars.”

1. "Let The Beat Build"

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Producer: Deezle & Kanye West

Said co-producer Deezle of “Let The Beat Build”: “I got the sample, and I started foolin’ with it and cutting it up and sort of figuring out what it was going to be. Then Wayne came to me and said, ‘I have an idea. I want to do a song where over time the beat just progressively gets bigger and bigger until the hook drops.’ So I was like, ‘Alright cool.’ It was his concept, and we went through that whole song together because he knew how he wanted it to feel at certain points. So, I made adjustments, and he did what he does best. He made up all the vocals on the spot, man. The whole song. It was recorded in about 30 minutes.”

Never released as a single, “Let The Beat Build” is technically a hidden gem amongst the titans present throughout Tha Carter III. The core of the song was built by Kanye West, something apparent by the Eddie Kendricks “Day by Day” sample, and then further smoothed out by Deezle, who helped create the laid-back vibes of “Mrs. Officer” and “Lollipop.” Wayne is at his best here: going slightly off beat, taking the song at his own pace amongst the slowly increasing instrumentation.

There’s maybe no greater moment on the entire album than Wayne squealing, “That’s how you let the beat build, bitch!” with devilish joy before reasserting his best rapper alive claim, then proving it with a third verse that infuses feverish energy into his mumbling. The result is a dizzying affair that leaves you gobsmacked after the slow rise that preceded it. There are more notable songs on the album, and arguably more important, but when it comes to pure joy and talent expressed in the form of a rap song, “Let The Beat Build” is unmatched.

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