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‘I’ll Rap Your F-cking Ass Under the Table’: Little Brother on 20 Years of ‘The Listening’

Tomorrow will the 20th anniversary of The Listening, the debut album by North Carolina group Little Brother. The 18-track project is a charismatic lyrical exercise that sounds as fresh today as it did when the trio of 9th Wonder, Phonte, and Big Pooh dropped it on ABB Records. The trio, now a duo consisting of Phonte and Pooh, met on the campus of North Carolina Central University and quickly jelled to create a canonical work that’s been lauded by artists including Kendrick Lamar, Drake, and most colorfully, Doja Cat.

Their name references being a stylistic “little brother” to the Native Tongues collective and other acts that, like them, cut through rap’s posturing and bluster with music that was unapologetically them — and undeniably good. “I don’t care if people saw me as backpack or underground or conscious,” Phonte says. “First and foremost, I just wanted them to see me as a dope MC. I’ll rap your fucking ass under the table. That was the bottom line for me.”

“The biggest thing for me is how we saw the Native Tongues and groups being true to themselves, and it worked,” Big Pooh adds. “That showed artists coming behind us that they can do the same thing. And that’s how we have the J. Coles and the Kendricks and the Wales being them, not a souped-up version of them, or a souped-up version or what a Black person’s ‘supposed’ to be.”

They’ll be documenting their creative process, as well as their growth, in the ensuing 20 years since The Listening, in May the Lord Watch: The Little Brother Story, a documentary they’re crafting with documentary platform Rap Portraits. Pooh calls the documentary the “biggest project they’ve ever worked on in their life.” (9th Wonder, their former producer, hasn’t been involved in the documentary to this point, which will be released sometime in 2023.)

In the meantime, Little Brother will embark on a multi-city tour in March to celebrate The Listening and are planning a mystery drop that Pooh teased at the end of our conversation. “Due to some bad business practices, not on our end, we had to reverse course on a few things,” he says, “but we do have something to commemorate 20 years of The Listening that we’re working on, and it’ll be available soon in limited quantities.”

Phonte and Rapper Big Pooh talked to Rolling Stone about The Listening, their thoughts on “Grown Man Rap,” and being offered funding by Katt Williams. 

How does it feel to be heading on a tour for the 20th anniversary of your debut?

Phonte: It feels, man, surreal. That record does not feel like it’s 20 years old. That time period doesn’t feel like it was 20 years ago. I would say just also blessed to be able to still be here to celebrate and get those flowers.

Pooh: Yeah, I definitely was going to say blessed. To still be here 20 years later and people still speaking of you 20 years later is definitely a blessing.

And Pooh, Phonte said it doesn’t feel like 20 years ago. Does it feel like 20 years ago for you?

Pooh: Nah, it feel like five years ago, man. I mean, this thing moves so fast. Life moves fast, but when you’re doing something that you love, something that you enjoy doing, even when you have your trials and tribulations or whatever, it all feels like it goes so fast. It feels like we were just finishing that album and excited about the prospects of selling it out the trunk of Phonte’s car [Phonte laughs], and then that shit turned into something totally uncontrollable.

What are some things that you know now that you wish y’all knew when you were in the process of making the album?

Phonte: For me, nothing.

Pooh: Yeah. That’s why I was stumped. I was trying to think.

Phonte: Yeah. Because I think if we knew anything —

Pooh: We wouldn’t have made the same album. It wouldn’t have been what it became, so that was our first lesson in album making.

Phonte: Listen to that record, you’re hearing three guys trying to figure it out. None of us had made a record before. Out of the three of us, I was the one that maybe had the most experience in a studio, and even that was not really much. I would make beats at my crib on the equipment. I had a little four-track recorder that I would make beats on and a little sampler that my man let me borrow, and I would make little tapes in my crib. But making an actual record? Never in my life. We had to figure [that] out on the fly in real-time.

At what point in the process of making the album did you feel like y’all had found the signature sound?

Phonte: “Speed” was the first record we did and we all felt like, “Yo, OK, we got something here.” But for me, “The Way You Do It” was when I was like, “We’re finding ourselves now, and what our sound is and what we’re about. That was that record for me.”

Pooh: Yeah, it probably was “The Way You Do It” for me, but honestly it wasn’t until the end once I heard it all together and it was like, “Oh, shit. We did that. How did we do this?” And I couldn’t stop listening because I was just amazed at what we were able to do, and how fast we was able to do that when we didn’t know what the hell we was doing. 

I saw a piece that 9th Wonder did about some of his best beats, and he said with “The Yo-Yo,” he felt like the song was y’all trying to separate yourselves from being billed as “a peace and love group.” How intentional were y’all about not being put in a box during the making of the album?

Phonte: With “The Yo-Yo,” my verse on that song was looking at the whole coffeehouse-and-poetry scene and laughing about [how pretentious it was]. In making the album, I don’t think there was, at least for me, a thing of, “I don’t want to be seen as this.” I was just being me. I’m just like, “Look, I’m rhyming, bruh.”

More than anything else, I don’t care if people saw me as backpack or underground or conscious. First and foremost, I just wanted them to see me as a dope MC. I’ll rap your fucking ass under the table. That was the bottom line for me. I just wanted that respect, I didn’t really care. This backpack nigga will serve your ass.

Just call me dope, too.

Phonte: Yeah, exactly. Just call me dope. As long as you call me dope, that’s all I care about.

Did you feel similarly about that, Pooh?

Pooh: Yeah. I wanted people to say I was dope, because at that time, we knew people weren’t listening to half the shit people were saying anyway. Me and ‘Te talked about it all the time. Our main example of that was always Slum Village, Fantastic, Vol. 2. People get caught up in the sounds and the warmth, but were y’all listening to what them motherfuckers were saying? And that was the thing: We always told real stories from our real lives, and if y’all listen to that and consider that underground or backpack because we’re not talking about selling drugs or being on the street or whatever, then call it what you going to call it, but like ‘Te said, just make sure you put dope in front of that.

How did that rhymeless verse on “Whatever You Say,” come together, Phonte? Is that an idea you had always had before you actually wrote it and put it together?

Phonte: Having a verse that didn’t rhyme wasn’t an idea I had before. That’s just what came out of me when I heard that instrumental. I just thought it would be dope. Again, I was listening to Slum Village heavily at that time, Fantastic, Vol. 2, a God-level album. I was playing it all the time. I really liked what they were doing as MCs just with rhythm and space. Baatin, his verse on “2 U 4 U,” that’s not a rhyme. None of that rhymes. Rest in peace to Baatin. 

Pooh, what was your first impression when you heard it? Did you realize it until the end of the verse, or how did you —

Pooh: Nah, I didn’t know until he said it, then I was like … Because how we did it in those days, for that first album, we wrote together, and we would share what we wrote after we finished our verse. The thing with ‘Te, as he was writing, he would mumble and rock, and it was a weird sight. 

You could see the excitement in that it was a different type of excitement, and I was like, “Damn, I wonder what he over there doing?” Because I keep seeing him do these little motions and shit. I’m like, “Yo, I got to come with some heat cause I don’t know what he’s doing.” So I spit mine and he’s like, “Yeah, nah, that sound good.” And then he spit his and I’m listening, and you just rocking to it and you get caught into the rhythm of the beat, and you’re not paying attention to how he’s ending them lines. And it was like, “I got your head still bobbing in and my verse didn’t rhyme.” I was like, “Goddamn, my head was bobbing,” but yet again, you didn’t rhyme them? And we went back through it, and I was like, “Goddamn. He really didn’t rhyme,” because if he never said it, you would’ve never known.

Phonte: I was like, “OK. In order for it to really sting that it wasn’t rhyming, you have to have a rhyming couplet to trigger the audience.” Like, “Oh, wow.” So, the “personal time” and “verse didn’t rhyme,” I was like, “Alright, you got to have that at the end” so they can actually hear a rhyme to then realize that I was not rhyming the entire time before. 

In what ways do you feel like y’all have evolved as artists since that period?

Phonte: Better writers.

Pooh: Yeah. Better collaborators.

Phonte: Better collaborators. Better producers.

Pooh: Much more patient. I’m sure age has do with this [too], but when we would go in the studio, our goal was like “We going in and we finishing this joint.” If we had a studio session, we came in and did not leave until that song was done. Nowadays, not so much. Niggas go to bed [laughs]. You do what we can do. It’s like, all right …

Phonte: We can come back to this later.

Pooh: Exactly. But the goal, every time we left the studio, [was to have] something we could play. And even though it may need some tweaks, for better or worse, it’s complete. And that was our mentality for a while. It was good for us because it trained us on how to work efficiently, but it wasn’t good for creativity, because you could be in there and you could be burnt. And you’re trying to force your way through something instead of just stopping, taking a break and then coming back to it with fresh ears. 

How much were y’all together when y’all were writing and recording the album?

Pooh: I think the only song we didn’t write together was “For You.” That was pieced together, because Big Dho had bought a new mic and we were spittin’ verses that we had; and 9th, he did a RZA and was like, “We going to take this and this and then give me two lines so we can go for this last.” It ended up becoming that off of a mic test. But I believe everything else we wrote together. We wrote in the car, we wrote in the house, we wrote in the studio. We was writing all over fucking Durham.

How do y’all think y’all would fare in 2023 as new artists?

Pooh: [Singing] “I never would’ve made it!” [All laugh.] Hold on? I got to do TikToks and I got to do everything but make music? Fuck out of here. Me personally, I wouldn’t have made it. I tell people all the time, I’m on social media because of what I do. 

Phonte: Of who I am.

Pooh: Yeah. If it wasn’t because of what I do, I probably wouldn’t have social media. And knowing that’s a big part of who you have to be as an artist now, representing yourself on social media, I have a hard time talking to artists now about that. I’m like, “Yo, it’s necessary, but fam trust me, if you ain’t no social media nigga, I understand. I’m right there with you.”

Phonte: And let’s be clear, when we were at 22 years old, we were on social media. It was just called OkayPlayer. That was the OG black Twitter. Simpler times. You didn’t have to be on four different platforms. I think looking to answer that question, I would probably approach it the same way I approached it back then: I’m going to just be me, I’m going to engage with this shit at a point that I feel comfortable, and whatever record sales, notoriety, fame that gets me, I’m going to be cool with that. ‘Cause I’m not engaging with this no more than what I fucking want to. 

Y’all are credited with being purveyors of “grown man rap.” How do y’all feel about that term? 

Phonte: I mean, for me, I think it’s something that’s needed. If you look at rock music, there’s like 20 different subgenres of rock. But with rap, it’s just rap. We getting lumped into one thing. And that doesn’t give you time and place for the audience to grow with you. 

The example I use is where we went to school at: NC Central is on Fayetteville Street. On Fayetteville Street, you got the elementary school, you have the middle school, the high school, and then you have Central. So if you’re a Black person, you can literally live your whole educational career on one street from pre-K to college. There’s a whole framework set up for you. I think hip-hop needs the same thing. I think hip-hop needs that space to say, “OK, if you a young boy starting out, OK, you on the Rolling Loud circuit.” Once you get a little older, OK, now maybe we doing festivals, but now they doing the Rock the Bells cruise [too]. 

There’s a place to grow older in hip-hop and there are people that still want to hear that music, but you got to meet those people where they are. A 60-year-old hip-hop fan ain’t coming to no dirty underground club to come hear you. They want an experience. It’s like, I want to be here for you and I want to throw my hands in the air, but I got arthritis. So you got to meet those people where they are. So for me, the term “grown man hip-hop” or “adult contemporary hip-hop,” whatever you want to call it, the title is whatever. I think it just speaks to a need to create spaces where you can grow older in this genre and still serve that audience that is willing to pay money to see you. So that’s what it is for me. I love it. It’s creating the lane. I think it’s beautiful.

Why does it seem like it took so long for artists in their thirties and forties to have that space, to have those adult conversations and put that into their music?

Pooh: So long we’ve been told, and it’s only with this genre, that this is a young man’s game.

Phonte: Meanwhile, Keith Richards is probably on tour right now.

Pooh: And he like 112 [laughs]. But that was part of it. We were programmed to think that this was all about young people when it was really about disposable income. You don’t get worse as you age, this isn’t an athletic sport. And it’s a young genre, period. I mean, we celebrating 50 years this year, but our album is 20 years old. That’s fucking nuts. A lot of the originators are still here with us, but we’re starting to see older guys who are still relevant. That’s the key. They’re not just here with us, they’re relevant in the space and getting money. They’re some of the guys that’s still at the top of the game, and it’s like, OK, now it’s starting to look like rock. Now it’s starting to look like jazz. Now it’s starting to look like all these other genres that have been here. And I think that was the thing, the genre had to age more to show you can [still] be in it. LL been in this thing since he was, what, 17?

Phonte: People have to remember rap music was looked at as a fad. Even the record companies that were putting out rap, they were like, “OK, well it’s cheaper to produce, it’s cheaper to send two guys in the studio with a drum machine and a turntable than it is to book Earth, Wind, and Fire’s horn section.” I don’t even know if the artists who were making it at that time thought it would last. Now rap is like the 50-year-old that thought he would be dead by 20, and it’s like, “What do I do? Who am I? I expected to be out of here.” But thank God there’s other 50-year-olds around you that’s like, “No, we still want to hear this. This still has a place in our life.” And that’s what makes it beautiful. You just got to serve those people that show up for you.

So your name, Little Brother, is partially inspired by the way that the sensibilities of previous acts inspired y’all. How does it feel in turn to have those stylistic Little Brothers in the J. Coles, the Wales, the Drakes, and other artists who look up to y’all?

Pooh: It’s dope to see. We borrowed from those we looked up to, and then we went and found our own way. The biggest thing for me is how we saw the Native Tongues and groups being true to themselves, and it worked. And that showed them artists coming behind us that they can do the same thing. That’s how we have the J. Coles and the Kendricks and the Wales and whoever being them, not a souped-up version of them, or a souped-up version or what a Black person “supposed” to be. 

Phonte, 9th Wonder, and Big Pooh in 2005

Ray Tamarra/Getty Images

So obviously there was the Doja Cat clip that went viral, and then there have been other prominent acts who have been laudatory of y’all. How often do y’all get that love in person? Was there ever somebody that came up to y’all and said they were a fan that surprised you?

Pooh: Partied with Al Gore III a couple of times. He was a Little Brother fan and Dilated Peoples fan. That was a surprise. Not that he couldn’t listen to rap, obviously, but it was still a surprise, like, Wow.” That’s probably one of my biggest surprises, I’ll say.

Phonte: Hell, Doja Cat was a surprise. I mean, listen … if you’re an artist making music now, I think you’re surprised if anyone is listening to you. Everybody’s a surprise, you feel me? Because making music now, it feels like throwing pebbles down a waterfall hoping you make a splash. So the fact that anybody’s listening to you is like, “Oh, my God, thank you.” But we ran into Katt Williams years ago.

Pooh: Yeah, that was definitely surprising.

Where did y’all run into him at?

Phonte: House of Blues, L.A.

Pooh: I just remember we were there, and ‘Te came over like, “Hey, man, I just had a conversation with Katt Williams.” It was like, “Nigga, where? What?”

Phonte: Bro, it was upstairs. It was a lounge, and everybody’s hanging out. I see Katt Williams and he was just in there chillin’. I went to him to dap him up like, “Yo, man, I’m a fan.” I dapped him up, and he grabbed my hand and he pulled me close. 

He was like, [perfectly imitating Williams’ voice] “See right now, people is going to need something special, because Obama’s about to get in the office, and the people are going to need something that’s going to feed them and sustain them. And y’all are just going to have to stay in the game long enough for people to want that. So while you in the game, if you need the 20 G’s or 30 G’s just to hold you over until them people come around for you, then you need to come holler at me.” 

This is the first time I’ve ever met this person. I would say it was a strange encounter. He was sincere. He really was telling the truth, but that caught me off guard. I did not expect for, after doing a Little Brother show, for Katt Williams to offer me a $30,000 cash advance until …

Pooh: Until the people came around.

I know along with celebrating the album and going on tour, you have a documentary coming out. So I’m wondering if y’all can speak a little bit about that, how it came together?

Pooh: How it’s coming together.

Phonte: Oh, God.

Pooh: With this documentary, ‘Te and I decided we want to be the ones to tell our own story. No disrespect to the Unsungs and those different things, but we wanted to tell the definitive Little Brother story. It’s a process we started [about] five years ago. The pandemic gave us time to hone in on what we wanted it to be. And so we just having fun with it; it’s the biggest project we’ve ever worked on in our lives. I’m excited for it. I’m excited for people to learn. One of the things we want people to walk away from watching this film is to have a better understanding of who we are as people. We let you into our worlds a little bit. 

Phonte: Yeah. It requires a lot of vulnerability. And that’s challenging. The thing with making a documentary is that you go in [with] an idea of the story you’re telling, and then you’re interviewing somebody, and they drop a bombshell, and it’s like, “Oh shit, that’s what the documentary is about!” That’s was what it was with Pooh and I over lockdown. That really gave us time to do soul-searching and repair our relationship. It gave us time to grow up in a lot of ways. 

Pooh: I told somebody on Twitter when they asked “Where the documentary at?” that “We said 2023, not January 2023.” [Laughs.]

Phonte: Exactly. We got 10 more months in 2023. Shout out to our team, Holland Randolph Gallagher and Yoh Phillips, Rap Portraits. They’re our little brothers, they’ve put a lot of time and care and have held this to the utmost importance. And we’re grateful to have people in our lives that 20 years later after we started still care and feel that our story is one worth telling.

What made Rap Portraits the best team to collaborate with on the documentary?

Phonte: Yoh would interview me for DJ Booth and we would talk, and I thought he was dope. I thought he was a dope writer, very kind of … just weird. He’s the writer version of Darius from Atlanta. Just that weird guy, but says some of the most poignant shit. There was always something about him that I always really liked. So I met him, then a couple years later, Holland runs into me in the Uber line at LAX. We meet and I find out he’s a filmmaker. He had shot a web series at that time called Hype that I later came on to executive-produce, and I saw it and I was like, “Man, this shit is amazing. This is dope. You actually got this done.” 

He was like, “[Hype] was just guerilla style, run n’ gun, no permits, no nothing.” And that really resonated with me and Pooh, because that was the same way we made The Listening. It was guerrilla style, trying to figure it out, guys with guts and a dream. That really resonated with me. From that point on we began talking and I said, “Yo man, we got to do some LB shorts. You down to shoot them?” He was like, “Yeah.” So we started doing the shorts, and from that, it built into, “Hey, what if we make a full documentary?” And he had never made a film before. 

So that was when I was like, “Hey man, there’s this guy I think you should meet,” and I introduced Holland to Yoh. [After a couple months] I tapped back in with Holland like, “What’s up bro? How’d the meeting go with Yoh?” [He says]”Oh, my God, it was amazing. We’re the best of friends and we’re starting a company called Rap Portraits.” And I was like, “OK. So I guess it went well.”

And when we got into the making the doc, Pooh and I thought it was important to have a writer and director from a younger generation to tell the story because they would see things in our story that we wouldn’t. Whatever emotional blind spots that we may have had, a younger generation would see it in a different way. And that would make for a more insightful and incisive documentary. That’s what it’s proven to be, they’ve done an amazing job.

How involved is 9th Wonder in the documentary process?

Phonte: We reached out to him for an interview and he hasn’t responded.

And so tentatively the plan is sometime in 2023?

Phonte: 2023. That’s my story and I’m sticking to it.

I was watching the Bootleg Kev interview, and y’all referenced that you still hadn’t been paid for The Listening. I was wondering where that is now, and how the industry hinders your memories of the music, if at all.

Pooh: Well, we’re not trying to be compensated for our first album anymore, we just got [the rights] back. That was the compensation because we were never going to be fairly compensated for that album. So getting it back meant more than anything. For me, it’s tough sometimes, but you got to compartmentalize. Some of the most beautifulest — I sound like Keith Murray — moments that I’ve had in life have to do with places music has taken me. Positions music has put me in. People I’ve met because of music. I can’t forget that. 

Even though the business may have me ready to wring a motherfucking neck sometimes, it’s so many more positive experiences out of my participation in music that I got to keep that at the forefront. And that’s how I try to separate it because dealing on the business side, it’s stressful, it’s frustrating, it’s annoying. You’re wondering “What the fuck is this Net 30 shit?” It’s so many different things. You’re just like, “This isn’t efficient. This process doesn’t make sense.” But like I said, on the flip side of that I’m sitting here having an interview with my brother Phonte after a project we put out 20 years ago. 

Phonte: You can’t put a price on that. For me, yeah, I try to keep it separate, but I need my goddamn money. I’m sorry. Pay me. I need my fucking money, dog. I work hard, I do this shit. You’re going to fucking pay me. Whereas Pooh is more church-and-state with it, for me it was a lot more holistic because regaining control of our catalog made me listen to the music again. And that made me appreciate the music again.

I remember we did an interview on Questlove Supreme with Marley Marl some years back, and he was talking about all the early stuff, the Cold Chillin’, that era, and he was saying, “Yeah, all of those records that y’all love, I know y’all love them, but I wasn’t really getting paid for that stuff like that.” It’s disheartening to have something that you made and you’re proud of and to know that you’re not being compensated for it. It really does complicate your relationship with the music. And that was, to me, what was most disappointing when you fuck with a person’s money. And now you’re interfering with a pure love that I had for something.

Where are y’all at creatively in terms of new Little Brother music?

Pooh: Right now, our focus is on getting that documentary finished. Once we get through that process, then we can turn our attention elsewhere. But that’s the big thing right now.


Pooh, I know you have a management company. What kind of things do you look for in an artist that you’re looking to work with?
Pooh: I’m more of an A&R guy at this point than management. [Phonte laughs.] I learned that the thing that I liked doing the most technically isn’t even management. It’s helping the artists elevate their sound and their skill, and working with them on music in general. So I pretty much do that at this point. I do A&R for Lute and creative direction for a young artist named Tre’mar, out of Charlotte. Working with younger artists, it’s an adventure. Each one is different, and you just try to impart wisdom, and hopefully they pick up some of those things and their trajectory is a good one.

I’m going to always do that because whatever information I have, I’m willing to give. I’m not trying to hoard it. I’m a well of information and the spigot don’t turn off. I’m willing to give out whatever information I have because I just want to see cats be fulfilled. And that’s whether they want to be signed to a major or do it themselves.

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