What Had Happened Was – S4E12: Things Fall Apart Part 3

Host: Open Mike Eagle | Guest: Ahmir “Questlove” Thompson | Date: December 27, 2023

Main Theme

In this penultimate episode of Season 4, host Open Mike Eagle continues his deep-dive conversation with Questlove into the making of The Roots' landmark album, Things Fall Apart. This chapter centers on the stories behind pivotal tracks—from “You Got Me” to “Double Trouble” and “Love of My Life (Act 2)”—and explores the creative chaos, serendipitous collaborations, and untold anecdotes that defined this era of The Roots and their tight-knit community.

Key Discussion Points & Insights

1. The “You Got Me” Saga & Eve’s Meteoric Rise

• Questlove recounts the early confusion and lack of communication during the recording of “You Got Me,” not realizing the full plan for the vocals—particularly Eve’s prominent contribution.
  • [05:15] “Because of communication, right…? I wasn’t told that there’s something to even listen for… And I really got annoyed when I heard her voice on ‘Ain’t Say Nothing New.’” – Questlove
• He reflects on his initial nonchalance toward Eve, only to witness her whirlwind ascendancy as she signs to Dr. Dre’s Aftermath label within weeks.
  • [08:01] “In two weeks, Eve’s manager had made a contact with Dr. Dre. So Eve had already been signed as an artist… she was on the Bulworth soundtrack. And then Dre heard her… instantly he never let go.” – Questlove

2. The Grueling Production Process

• The episode offers an inside look at the relentless cycle of creation, with hundreds of musical sketches (“musical beds”) being made, and only a few making it to completion.
  • [11:22] “When I say making songs, it’s more like musical beds… is it gonna happen?” – Questlove
  • [11:35] “We’re only mixing a full-fledged song… a lion’s share of the work was the lyrical content and the song creation.” – Questlove

3. Double Trouble: Studio Legends Collide

• Questlove details the origin of “Double Trouble,” revealing how the jam session energy—fueled by the presence of Mos Def, Talib Kweli, DJ Premier (and his crew including Alchemist), and others—created an intense environment of peer pressure and motivation.

  • [14:05] “Let’s go back to Electric Lady Studio C. Devil’s Pie, Devil’s Pie… you’re going up three flights of stairs with crates and Premier’s just like… it has to be perfect.” – Questlove
  • [17:43] “I was snowed in Detroit with Dilla… the Olympics is like, you got five minutes to make a beat. And I was like, oh, this’ll be fun. He’s God, you know what I’m saying? …And then the motherfucker makes what I consider the greatest Dilla track of all time.” – Questlove

• The competitive, collaborative stew pushes Questlove to recommit to The Roots, after feeling outclassed by his peers in these “magic circle” sessions:

  • [26:47] “It’s just like, magic circle of… ‘Aww, man, I ain’t on y’all level. I don’t got shit.’…I was like, this can’t be 65/35 anymore. I gotta go home. I gotta take a break… So we make Love of My Life Act 2.” – Questlove

4. The Hidden Influence of Dilla

• Questlove shares how J Dilla’s presence and methods—his speed, intuition, and humility—become a creative pole star not only for The Roots, but for the entire Soulquarian circle:
  • [19:26] “No paralysis through analysis, right? If you overthink it… He grabs the Rick James record… He starts, like, doing stuff. And he’s like, ‘Woo. Okay, okay. I got it, I got it.’” – Questlove

5. The “Love of My Life (Act 2)” Challenge

• The emotional, lush sound of “Love of My Life (Act 2)” presented an internal challenge, with Black Thought (Tariq) initially resistant due to fears it would seem too “soft.”

  • [35:58] “You have these hard ass drums but you really have this emo, soft, musical, billowy… which, you know, just reads us as soft… now we live in an age where motherfuckers are connected to their emotions.” – Questlove
  • [36:44] “My thing was like—I was determined to make an electric relaxation. I needed a song on side two that almost made you, the listener, want to get in your feelings.” – Questlove

• DJ Cosmic Kev’s positive feedback helped win Tariq over, and a strategic “Common feature” further nudged the track into completion.

  • [37:34] “When he heard Love My Life, he’s like, ‘Yo, that is crazy. Y’all outta y’all minds…’” – Questlove
  • [38:12] “The verse was so mind-blowing… It was almost like we forced Tariq, put him on the spot. Like, oh, word, you gonna let… Common will just take it if y’all don’t want this.” – Questlove

6. The Hidden Verse & Running Joke

• On the original recording of “Double Trouble,” an uncredited Talib Kweli verse led to confusion, with Questlove thinking Kweli’s high voice was that of a woman.
  • [35:15] “So I walk in and I look… And it’s like, yeah, Alicia’s just signed to Columbia… So I’m just chilling in her room. We’re talking… And discover that Mos’s partner, new partner, Atalip Kweli… his voice was so high, I thought it was a woman.” – Questlove
  • [35:27] “To this day, Kweli lets me have it—that on that reel is my verse. Like, it was supposed to be three MCs, but I got kicked off the thing.” – Questlove

7. Studio Anecdotes & “Rick James’s Cocaine”

• A standout story involves recording “Without a Doubt” on Rick James’ old studio board—and discovering a bag supposedly full of Rick James’s accumulated cocaine, kept as a grisly artifact.
  • [41:24] “We had to do so much maintenance on this board that the amount of accumulated cocaine dust… They kept Rick James’s cocaine hanging up on the wall at the studio. Cocaine is a hell of a drug.” – Questlove

Notable Quotes & Memorable Moments

• [08:01] “In two weeks, Eve’s manager had made a contact with Dr. Dre… she was on the Bulworth soundtrack. And then Dre heard her… instantly he never let go.” – Questlove
• [17:43] “I was snowed in Detroit with Dilla… the Olympics is like, you got five minutes to make a beat... the motherfucker makes what I consider the greatest Dilla track of all time.” – Questlove
• [26:47] “It’s just like, magic circle of… I ain’t on y’all level. I don’t got shit… I gotta go home. I gotta take a break… So we make Love of My Life Act 2.” – Questlove
• [35:27] “To this day, Kweli lets me have it—that on that reel is my verse. Like, it was supposed to be three MCs, but I got kicked off the thing.” – Questlove
• [41:24] “They kept Rick James’s cocaine hanging up on the wall at the studio. Cocaine is a hell of a drug.” – Questlove

Timestamps for Important Segments

• [02:55] UK Drum & Bass influence on “You Got Me”
• [05:15] Questlove’s introduction to Eve and the “You Got Me” vocals confusion
• [08:01] Eve’s rapid rise and signing with Dr. Dre
• [11:18] Explaining the Roots’ production workflow (“musical beds”)
• [14:05] Electric Lady Studios, Premier, Alchemist & “Double Trouble”
• [17:43] Questlove and Dilla’s “Olympics” beat battle
• [19:25] Dilla’s spontaneous beat creation and “Little Brother” story
• [26:43] Studio jam session with Dilla, Premier, Tip, and the need to step up for The Roots
• [29:07] Creation of “Love of My Life (Act 2)”
• [35:27] The Double Trouble/Kweli verse “controversy”
• [37:34] DJ Cosmic Kev helps win over Tariq to “Love My Life”
• [41:20] The Rick James’ board and cocaine bag story

Tone and Language

The episode is a vibrant mix of nostalgia, humblebragging, and playful frustration; Questlove’s anecdotes are both deeply technical and loaded with sly humor. The storytelling is personal, unflinchingly honest, and sprinkled with inside jokes from the soulful, competitive late-’90s hip hop universe.

For Listeners Who Missed the Episode

This installment is an essential listen for hip hop heads and creative-process aficionados alike. It not only maps how Things Fall Apart came together musically, but illustrates the tangled ecosystem of friendships, rivalries, and happy accidents that animated the Soulquarians and late-’90s rap. The anecdotes about Eve, Dilla, Mos Def, and Alicia Keys are as insightful as they are entertaining, while Questlove’s candidness offers a rare window into the anxieties and breakthroughs that shaped a classic album.