“We Can Make It Better”: Building Kanye West’s ‘Late Registration’

Dean Van Nguyen talks with Really Doe, GLC, Consequence, and more about the creation of Ye's sophomore album, 10 years after its release.
By    September 23, 2015


Dean Van Nguyen’s at the airport with at least 20 Louis’

It might be tempting to force Kanye West’s career into a tidy narrative: rise, fall, then rise again. The polarizing kid from Chicago was a superstar producer, then the brash-with-a-backpack breakout star who eventually shed the Jansport to scale the highest peaks of pop music. Then the pioneering production methods, grandiose vision for hip-hop, and occasionally tabloid-baiting antics gave way to a public meltdown of sorts, which only set up his grand return. But did it really happen so neatly?

Let’s start from the beginning: West, a key Roc-A-Fella beatmaker at the turn of the millennium, ignores Dame Dash’s urgings to abandon his on-mic ambitions and becomes the biggest rap star in the world by releasing three pioneering records, The College Dropout (2004), Late Registration (2005) and Graduation (2007). Then came a series of traumas in his personal life—his mother’s death and a dissolved engagement—and the award show faux pas that pushed him onto a whole new level of pop culture infamy. West considered the former on 2008’s daring, retro-futuristic synthpop record 808s & Heartbreak. But despite that LP’s creative and commercial success, Kanye apparently craved the mainstream spotlight Graduation had afforded him. So he absconded to Hawaii to rediscover his spark (and test out his newly diamond-encrusted teeth), returning with a triumphant masterpiece that eclipsed all that came before it.

Or at least that’s what we were told. 2010’s My Beautiful Dark Twisted Fantasy is a fantastic achievement, but Late Registration has always been my favorite of West’s damn-near unbroachable litter. So for the record’s 10th anniversary, I’ve decided not only to revisit the fantastic sophomore effort, but to speak with some of the personnel involved in its creation.

“He wanted to create a sound that was accessible for the block and big enough for arenas,” says Really Doe, a rapper whose connections with Ye go all the way back to their teenage years in Chicago. “We had grown up on so many classic albums. The goal for that piece of work [was] to stand among the great hip-hop albums that we grew up off of as kids, which had elements that everybody could relate to as far as strippers, the hip-hop heads, the corporate guys—whoever you are, there’s a place on that album that you should fall in love with.”

While Kanye might have had widescreen dreams for Late Registration, the album might not have sounded much different from The College Dropout had it not been for the recruitment of Jon Brion. While oft-criticized for the size of his ego, West has always been enthusiastic to work with people who know things that he doesn’t, whether it’s enlisting Timbaland to tool the drums on “Stronger,” tapping Kid Cudi to help forge his melodic vocal style on 808s & Heartbreak, or reaching out to Paul McCartney on the mellotron-soaked, McCartney-esque ballad “Only One.” But by 2005, he seemed particularly enamored with Brion, a composer best known for his soundtrack work on Paul Thomas Anderson’s Magnolia and Punch-Drunk Love, as well as Eternal Sunshine of the Spotless Mind, and as a producer for Aimee Mann and Fiona Apple. Together, the pair’s arrangements flourished beyond the borders of their respective catalogs to that point. You had 41-year-old Brion, a pop traditionalist who mixed The Beatles’ ear for melody with George Martin’s proclivity for classical orchestration, and Ye, a 28-year-old hip-hop futurist determined to take the genre to strange new places. They could not have complimented each other better.

“On your sophomore record, that’s the ultimate time to not fuck with the formula, right?” Brion told MTV in 2005. “And [West] gets me—a guy who has never made a hip-hop record in his life—and gives me half the reins? That is not an egomaniac.”

As Kanye toyed with the idea of bringing Brion onto the project, he brought Really Doe to one of the composer’s L.A. shows. It left an impression on the young MC. “He was onstage and he was creating a track onstage live,” remembers Doe. “He was running back and forth to different instruments and having the instruments loop onstage in front of a live crowd. At that moment I was like, ‘Oh shit!’ Honestly he was dope [laughs].’ ”

Doe and Kanye visited Brion’s LA studio the following day, and watched on as the producer tinkered with a huge toy chest of instruments. “The whole building just fucking breathed music,” says Doe. “Watching him pull out the little bittie-ass, small Charlie Brown piano, whatever type of instrument this guy wanted to touch he was good at it. I knew exactly what Kanye was doing at that present time. He made the right decision.”

West had been kicking out ideas for Late Registration long before sessions with Brion began, however, and even claimed to have completed nearly 75 percent of the album as early as November 2004—nine months after The College Dropout’s release. He also would credit working on Common’s Be as a pivotal influence.

Late Registration spawned from Be,West said in a interview prior to the record’s release. “Just the way we did the drums, really bringing it back to ‘93. The hard percussion, the ill samples. Me and Common really vibed out and came up with a new—it’s retro but it’s also a new—style of music that just made you feel good. It actually helped me that I was working on those projects. Sometimes Common would pass up on something, but before he could turn around and say, ‘Man I really like that,’ I’d have a verse written to it.”

James Auwarter worked as an engineer on Late Registration at Craig Bauer’s Hinge Studios in Chicago, but met Kanye months earlier when the rapper started informally operating out of the workplace. While none of the finished album is officially credited as being recorded there, Ye would hold preliminary sessions at Hinge during visits to his hometown. Some would stretch to over 20 hours long.

“So he’d be designing a shoe line,” Auwarter recalls. “He’s talking with some kind of fashion collaborator, maybe he’s talking about the lighting for his next tour and the lighting director is there, maybe he’s getting a haircut—there’s been plenty of times when a barber’s been in there with some loud-ass clippers while we’re trying to do something that we need to hear.” He goes on: “[Kanye] would just multitask, or maybe he’d be writing and just taking hours and hours and hours to write, because when he writes, he actually doesn’t write anything down, it’s always in his head. He’ll always kind of demo it when he gets several lines or a verse or half a verse. He’ll go in the booth and freestyle a little bit, knowing that he’s in no way trying to lay it down for real.”

Having spent a lengthy period of time testing out different ideas, official sessions for Late Registration primarily took place at The Record Plant in Hollywood, California, with further recording done at Sony Music Studios in New York City, as well as Los Angeles’s Capitol Studios, Chalice Recording Studios, and Grandmaster Recording Studios. Typically, West would bring a song’s basic structure to Brion and the pair would let their imaginations run wild, sprinkling in everything from the polyphonic keys that power opening song “Heard Em Say,” to the burly, playful strings on closer “Gone.”

One of Brion’s key deputies on Late Registration was Eric Gorfain, who on “Gone,” “Celebration,” and “Bring Me Down” orchestrated the composer’s raw arrangement for the string section. “I also chose and hired the string musicians and acted as concertmaster on the session,” explains Gorfain, “meaning I led the string orchestra from the first chair of the violin section.” During recording, Brion would conduct the orchestra, a process that, according to Gorfain, was mostly done without Kanye’s direct input, bar one memorable recording session at Capitol.

“Jon, as co-producer, was given the reins, as far as I could tell,” remembers Gorfain, “but Kanye was in the control room with him giving him feedback and his opinion throughout.” The 20-or-so musicians working with Brion and Gorfain were all seasoned pros, but even for them, Late Registration was a departure from the norm. While tracking “Celebration,” the musicians burst into fits of laughter as they attempted to add strings to Ye’s ardent, “You know what this is?/It’s a celebration bitches” hook. Brion himself had convinced Kanye to allow him to morph the track from its original electronic treatment to a more cinematic style in-line with his big screen scores.

GLC, a long-standing member of Ye’s crew who appears on “Drive Slow,” was also intrigued with Brion and how he worked. “His hair was a little long. He was in there dressing like Edward Scissorhands, but he was real cool and real live. He was just a straight musician. This dude could play so many different instruments, and he had a vision. All he did was enhance the production that Kanye had already brought to the table.”

He continues, “Kanye would have the beats, the production, and then Jon Brion he’d play keys, he’d play strings, he would arrange shit. It would just be amazing. I’d be in the cut chilling just watching this creation. I had high expectations of the project due to the fact of what the first project [The College Dropout] did. I was just chilling in there, helping to write on a lot of the records, helping with the lyrics, helping with the stories and this and that. Watching Jon Brion, we’d have some of the songs done and the instrumentation would be added to it afterwards, so he’d play shit around our verses and make the shit just sound amazing.”

But despite Brion’s hefty input, Kanye was very much the pilot on the project. “His attitude was, ‘See if you can make me like this,’ ” Brion recalled in 2005. “When he hears something he likes, he knows it. He has vision, and when the guy makes quick, intuitive decisions, he just has it. I’d watch him take a rough track that I had worked on and completely stand it on its head in 10 minutes—and it’s just better. It was mind-boggling.”

Back in Chicago meanwhile, James Auwarter worked alongside Craig Bauer as just one of a handful of engineering teams Kanye was using on the project. The pair found it tough to break down each song, such was the size and scope of the operation. “Bring Me Down,” in particular, was so massive it stretched the technology of the day.

“Of all the songs on Late Registration, I think that one had the most orchestra and string tracks,” Auwarter remembers. “So that session specifically, I don’t know the exact number but [there was] something like 160, 180 tracks in it, which was absolutely massive. We’re talking 10 years ago. Nowadays Pro Tools systems are more flexible and more powerful, but that’s still very demanding by today’s standards. It was massive 10 years ago. They were so big that we literally had to rent two new Pro Tools hardware interfaces, because as good as a Pro Tools system we had, we needed more power.”

Physical hard drives with songs that had been fiddled with over the course of months would sometimes turn up at Bauer’s studio for the pair to make sense of. This messy approach was epitomized by a story Auwarter later heard while working with Lupe Fiasco: “[Lupe’s] manager was saying that the engineer who recorded his verse on ‘Touch The Sky’ more or less sabotaged the vocal tones because he didn’t want Lupe’s vocals to sound better than Kanye’s vocals. As soon as he mentioned that to me I was like, ‘Yeah I remember Lupe’s vocals sounding a kind of whacky compared to everything on [his debut album] Food and Liquor.’

Late Registration saw West go deep into his rolodex. Along with familiar faces like Really Doe and GLC, he tapped artists as far flung as Houston rapper Paul Wall, who brought the Houston renaissance to “Drive Slow,” and Maroon 5’s Adam Levine, who delivers a Stevie Wonder-esque hook on “Heard Em Say.” Elsewhere, Ye pulled in both Jay Z (“Diamonds of Sierra Leone Remix”) and Nas (“We Major”) months before they officially put their beef to bed just to show that he could, while the hottest rapper in the world at the time, Cam’ron, jumped on “Gone,” effortlessly dropping one of the album’s best verses.

“I didn’t pick [the people I picked] because of their name or whether they’re marketable; it was because their voices meant something to me,” Kanye explained at the time. “It did something to my soul when I heard them. I remember Adam Levine’s voice, I remember being at the Grammys and right when the band opened up and they started singing, his voice sounded like a bird flying through the room. So, if anything, I would be anti-doing it—I’m popular, he’s popular, it only seems like something the label would put together. Brandy doesn’t have an album out right now. It’s not about ‘Ok, let me get the hottest person out,’ but her voice is classic, and when you hear it you know who it is. What she’s singing was just so appropriate. Paul Wall, he hadn’t even put an album out yet, but he’s just a lyricist. Anybody on this album that was spittin’ rhymes is a super lyricist, anybody that was singing was singing.”

Another collaborator was Consequence, who endured an unhappy spell on West’s GOOD Music between 2005 and 2011, but did leave his mark on The College Dropout’s “Spaceship” and Late Registration standout “Gone.” Present throughout recording, the Queens rapper describes the sessions as always a good time.

“The funnest session we had was actually making ‘Crack Music,’ ” he says. “There’s a picture that’s floating around of me, Kanye, Puff, Game, Common, and GLC. That was a great session, we had a good time. I think the best thing about hip-hop is when you can get a variety of different personas to all creatively mesh under the umbrella of what hip-hop is and I think that was one of these sessions where, I don’t know if you’d necessarily put all of us in the same room on paper, but when we all were together we were just vibing and shit.”

“There was a lot of good green, lot of beautiful girls, just good weather and shit, good vibrations, and there was still stories to tell,” adds GLC. As was the case on The College Dropout, he makes one appearance on the album, dropping the gritty verse on the mournful “Drive Slow,” a lament on Chicago street violence that pulled influence from the chopped ‘n’ screwed stylings of the red-hot southern rap scene.

GLC remembers the making of “Drive Slow.” “I’d be watching the news and be like, ‘Damn, what’s going on?’ Young kids dying in the streets and shit. It was the same things I experienced when I was growing up. I would be getting calls like ‘so and so got killed’ or ‘so and so got locked up.’ That just gave the notion to “Drive Slow.” [The message was,] ‘Take it easy, pay attention, and be aware of your surroundings.’ We were influenced by 2Pac because it was the same sample as ‘Shorty Wanna Be A Thug’ off All Eyez On Me (Hank Crawford’s “Wildflower”). Kanye put the magic together. Paul Wall came in and spoke divine isms from Texas. Kanye and I, we spoke the gospel from Chicago, and that pretty much gave you “Drive Slow.” Tony Williams came and did some amazing singing.”

According to Consequence, “Crack Music” actually began as a joint West was to produce for Puff, but ended up on Late Registration “because Kanye took it.” GLC remembers it different though. “He gave it to Diddy. We were in the Record Plant in Los Angeles. [Kanye] was like, “Yo use this for your album.” He was trying to sell it to him and Diddy passed on it.”

Incredibly, “Gold Digger” was another passed-on cut. This time though, Ye flipped the track into the then-biggest single of his career. “I remember when he did the ‘Gold Digger’ beat,” says GLC. “I think it might have been ‘04 and we were in Ludacris’s studio down in Atlanta. He did the ‘Gold Digger’ beat for Shawnna, who was Ludacris’s artist at the time. But she passed on it, she didn’t want on it. Kanye was like, ‘Oh OK, I’ll take it.’ The Jamie Foxxy Ray movie had just come out and it was just perfect divine timing.”

For Shawnna, West had written the hook slightly differently then what would be heard echoing through clubs in 2005: “I’m not sayin’ I’m a gold digger, but I ain’t messin’ with no broke nigga.” Ye later tooled the verses from an old poem he’d written titled “18 Years.” The formula was completed with the recruitment of Jon Brion (his first Kanye collab) and Foxx, who prior to his Oscar-winning turn had truly entered the pop music arena on The College Dropout’s “Slow Jamz.”

Speaking to MTV’s Shaheem Reid in 2006, West’s A&R rep Patrick ‘Plain Pat’ Reynolds revealed that Ye had initially used a sample from Ray Charles’ “I Got A Woman” on “Gold Digger,” but decided to re-record the segment with Foxx doing his best Charles impression after seeing Ray. “It was the natural thing,” said Reynolds. “If we couldn’t clear the sample, we were going to use Jamie. There’s actually a version with Jamie singing all the way through the song. It’s good, but it didn’t feel the same because we had to replay the instruments too.”

“Jamie went in the booth and recorded a whole bunch of takes,” Reynolds added. “The beginning—‘She takes my mon-eeee’ – was an ad lib. It was actually a lot dirtier. But after he recorded it, Jamie like, ‘Y’all can’t use that.’ He was cursing on it.”

Elsewhere, “We Major” sees Ye cheekily shuffle through seventies sitcom theme tunes and neon-lit disco ball synths. The song features Nas and Really Doe, the latter of which was drafted in when a verse he was working on piqued Kanye’s attention.

“I had written a few lines for this track I was writing called ‘Success’ which was produced by No I.D.,” recalls Really Doe. “Kanye heard a couple lines that I had created. He was like, ‘Oh that’s kind of dope, I might have something for you for this album.’ This is where the ‘We Major’ track came about. Kanye played the ‘We Major’ track and he was basically like, ‘Lay that shit that you was writing on, that No I.D. ‘Success’ track right here amongst the chorus of this track.’ I went into the studio a hungry young kid who wanted an opportunity. The opportunity was life changing. I went in, gave my all, and killed the shit. Kanye loved it, our crew loved it. Kanye basically came back into the studio and he was like, ‘Man, Doe, I’ve got the perfect idea, I’m going to throw Nas on that shit.’ I was like, ‘Ahh!’ ”

Doe even provided Nas with an assist on his verse, which is directly referenced by Queensbridge rapper when he spits, “At the studio console, asked my man to the right/What this verse sound like, should I freestyle or write?/He said, ‘Nas what the fans want is Illmatic, Stillmatic/Looked at the pad and pen, fell, and jotted what I feel.”

Doe says, “We were going back and forth and Nas, he was asking, ‘How do you think I should come in on this track?’ Me being a young hungry kid who wants to change my life—not just my life but my family and friends that’s amongst me—I basically told Nas, ‘I need that hunger when you first want to make it. When you told the world who the fuck you were, I need that on that track.’ And Nas, him being so humble, he didn’t have to listen to me, he was a fucking legend at the time. And that’s how the track came about.”

For Really Doe—as well as Consequence and GLC—Late Registration marked their final appearance on a Kanye record. A chart sensation, West approached follow-up album Graduation in a whole new way. Supposedly inspired by riff-heavy rock band U2, of all people, Ye wanted to move away from the baroque pop of Late Registration to a more cosmic, synthesized sound that could get arenas bumping. Auwarter again served as an engineer, and noted differences in West’s approach.

“Kanye had a totally different vision for how he wanted Graduation to be produced musically in comparison to the avante-gardeness he was experimenting with on Late Registration,” he affirms. “At that point I noticed he was probably doing longer sessions. [He was doing] more critical listening, listening to his songs over and over again.”

Buoyed by the success of his button-downed, preppy debut, and determined to leave behind the chipmunk soul sound that by 2005 had reached its saturation point, Kanye threw every idea he had into Late Registration. The result is a broad work of sweeping strings, cinematic orchestration, instantly-iconic hooks, socially-minded lyricism, twitchy soul samples, neck-snapping Southern rap cadences, baroque pop instrumentation, and tons of great one-liners mixed into a candy-colored concoction that hasn’t aged a day in the decade since.

All of Kanye’s subsequent albums, right through to the battle-hardened industrial rap of Yeezus (2013), have been huge productions, but more so than any, Late Registration sounds like a musician determined to cram every last idea into a single work. If The College Dropout was his Pet Sounds, then this was his Smile!—accessible without sounding compromised, bright but often sinister, and instantly gratifying while always challenging. Halfway through the aughts, Kanye may already have felt like the biggest rock star in the world, but the album wasn’t reactive to the commercial baggage that comes with that position. Instead, this is the sound of one of the most interesting, divergent, and straight-up talented artists of the 21st century working on a huge canvas, totally unfiltered.

Lyrically too, Late Registration felt like Kanye raising the stakes. The second installment in his touted four-part education-themed series (Good Ass Job would later be abandoned), Ye largely left behind his ground level-tales of retail employment hell and critiques of the U.S. university system for even broader American issues. He would receive an avalanche of press after calling out President George Bush for the pathetic New Orleans relief effort during a TV telethon, but for those who copped Late Registration upon its release just three days earlier, his barbed criticisms were hardly shocking. “Heard ‘Em Say” sees the rapper point the figure at the US government for the AIDS outbreak, while on “Crack Music,” a song that ponders America’s crack cocaine epidemic, he accuses Bush Sr. of supplying Saddam Hussein with Anthrax. Elsewhere, Kanye lashes out at a hospital staff member for seeking autographs as he waits to see his sick grandmother on “Roses,” and uncomfortably ponders the human suffering behind his jewel-encrusted chains on “Diamonds” (“How can something so wrong make me feel so right?”).

It’s heavy stuff then, but Late Registration is also West at his most joyous. He toasts all he has achieved by recounting his pre-success struggles on the Curtis Mayfield-jacking “Touch The Sky,” while choice cuts “We Major” and “Celebration” play like blissful victory laps for the self-proclaimed “hip-hop legend.” Elsewhere, the bouncy silliness of “Gold Digger” show a level of daftness to Kanye that he ought to indulge more.

According to Auwarter, more time restrictions were placed on the crew during Graduation as Ye rushed to finish the record to meet label demands, and to ensure it would be ready in time for his touted chart battle with 50 Cent, who dropped his record Curtis on the same day. “On Graduation, he was on more of a time crunch, which on his later records, after that, I don’t think he allowed himself to really have that time crunch because I think he regretted being under the gun. It was the first time there was a force telling him when to stop. Before it was always him working until he said ‘done.’ ”

Graduation was the weakest of Kanye’s first batch of albums, and marked the end of the opening phase of his solo career. His celebrity would grow, as would the canon of musical influences he drew upon in his later work, but Late Registration remains his most thrilling album—the sound of him hyperdriving into another stratosphere, leaving his peers without even a shadow to chase.

“Can I talk my shit again?” West asks on “We Major.” Never has what he has to say sounded so necessary.

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