Puff Daddy’s ‘No Way Out’ Turns 20

Dean Van Nguyen takes an extensive look at 'No Way Out,' 20 years later.
By    June 30, 2017

Dean Van Nguyen can’t believe this shit.

All illustrations by Dee McDonnell.

If there’s one image of Sean Combs fated to be fossilized in time forever, it’s a shot of him in the “Victory” video. Forget the flashy suits and formal dinner jackets—the Puff Daddy I like to remember wore pitch-black threads, sunglasses on a rainy night, and resisted the force of the most intense weather machine.

Taken from Puffy’s first solo record No Way Out, “Victory” was ‘90s blockbuster rap to fit the widest of flat screen TVs. Mining Bill Conti’s triumphant “Going the Distance”—an instrumental from the Rocky soundtrack that has probably inspired more prizefighters than Roy Jones Jr—the Harlem impresario’s theme music was grandiose and operatic. As gloriously extravagant as his platinum Rolex.

To do the track justice, director Marcus Nispel was handed $2.7m— one of biggest budgets for an MTV clip ever. The result is a work that’s totally insane. With a plot ripped from Arnold Schwarzenegger’s sci-fi vehicle, The Running Man, the “Victory” video is an eight-minute opus of dystopian imagery, religious symbolism, cinematic cityscapes, and enough unnecessary explosives to flatten Michael Bay.

It goes something like this: Puffy, known as Contestant #5, is chased through dark, brutal streets by militant forces as part of some wild game show organized to entertain the masses. Civilians give contenders Roman Empire-style thumbs up or thumbs down. Busta Rhymes chants from on top of a gargoyle, resembling a demonic Batman. The Notorious B.I.G. emerges from the sky like a Brooklyn Mufasa, his verses recorded just one day before his death. White doves are summoned from Puff’s person. Dennis Hopper and Danny DeVito play the US President and a TV reporter respectively. Neither asked for a check.

As both a song and video, “Victory” didn’t really spawn any imitations. The whole thing was totally out of step with all commercial chart rap of the time, and fell outside Bad Boy’s funky policy pamphlet.

And yet, “Victory” encapsulates the label at the time—daring, epic, city-centric, and doused in the kind of darkness you wouldn’t wish on anyone. “Yo, the sun don’t shine forever/But as long as it’s here then we might as well shine together,” raps Puff. Probably penned before Biggie’s murder, the bar captures the grim prospect of death that hung over Bad Boy like a long shadow. The Brooklyn behemoth’s voice can be heard in the background of Puffy’s first verse, like a kind of ghostly apparition—a chilling aide-memoire that their fatalism proved tragically warranted.

Bad Boy’s great historical nemesis Death Row Records had sparked the bloody conflict, with its commander Suge Knight’s formal declaration of war infamously coming at The Source Awards 1995, when he sent barbed threats to the executive producer “all in the videos, all on the record, dancing.” Now Puffy, a survivor, was front-and-center. No Way Out—which celebrates its 20th anniversary tomorrow—is the genesis of a pop music A-lister. Rap is studded with self-styled businessmen not content to play the force behind the music, but few have ever had the cultural pull of Puff Daddy. Those that followed seemed to study his biography like cherished scripture.

Originally intended as a compilation album of artists in the Bad Boy orbit, the project had the working title Puff Daddy and the Goodfellas (confirmed by a rare promotional vinyl release of his first single “Can’t Nobody Hold Me Down”). From there, a solo record emerged initially under the name Hell Up in Harlem. Mostly recorded before Big’s death but completed after, what emerged was something far more divergent than originally intended.

No Way Out is an amalgamation of grief and ambition; party music, pistols, and pain. A 17-track, expensive, mega-hit rap record that captures a million different feelings flickering around Puff’s fractured being—that post-loss trauma, when shock and mourning exist side-by-side with the desire to move on. The brain will do what it can to help come to terms with a loss.

Scars That Can’t Be Seen

In a December 1997 interview with Rolling Stone, Sean “Puffy” Combs compared himself to Lazarus: “I’ve risen from the dead a couple of times, just through all this stuff I’ve been through, man.”

Nine months prior, Puffy watched on from a separate vehicle as four bullets entered the bulky body of his friend and creative kin Christopher Wallace, aka The Notorious B.I.G., at a red light on the corner of Wilshire Boulevard and South Fairfax Avenue. Dealing with the mortality of man wasn’t new to Puffy. His father Melvin Earl Combs, an associate of Frank Lucas, was shot to death when Sean was just two-years-old. And at a 1991 AIDS fundraiser co-organized by the then-Uptown Records employee at the City College of New York (CCNY) gymnasium, a stampede caused the deaths of nine people.

“From jump street, saw my father murder massacre slain,” Puffy raps on “Pain,” from No Way Out. “One shot took half of his brain, I recapture the pain.” Even the video for “Can’t Hold Me Down,” Puffy and next-in-line protégé Ma$e’s reimagining of Grandmaster Flash and the Furious Five classic “The Message,” opens with the CEO dreaming of drowning before waking up in a cold sweat. It’s a completely different vibe than the rest of the piece—a reflection that, by his mid-20s, Combs had lived a bruising existence.

Saying goodbye to Uptown in 1993, Puff took his ace Biggie Smalls with him and established Bad Boy Entertainment, a joint venture with Arista Records. With Puffy behind the wheel and Big on the gun turret, the pair smashed holes in the New York hip-hop hierarchy wide enough to maneuver a Cadiallac DeVille through. Released in 1994, Big’s debut Ready to Die is blockbuster rap, a stunning work of crime fiction—maybe the greatest hip-hop record ever made.

For the pair, the five bullets that punctured Tupac Shakur’s muscle and bone on November 30 that year altered the Earth’s rotating axis. Shakur survived, blamed Biggie for the shooting, and set in motion a devastating series of events that will be remembered over spilled liquor until the end of time.

The East Coast-West Coast rivalry is remembered as back and forth sniping that evolved into tit-for-tat killings. But is that really how it played out? It was Death Row and Tupac that both initiated the beef and kept it bubbling. Publicly, Bad Boy were pacifists. At one point, LA soldiers Tha Dogg Pound and Snoop Dogg managed to sneak into Gotham and record the video for “New York, New York” that saw them lurching around Manhattan like three swaggering Godzillas. Such lacerations might have destroyed a lesser label.

With the rivalry hitting critical levels, Puffy wanted space to create away from the hydraulic crush of the city streets. He packed up his team and moved operations from New York to the Caribbean Sound Basin studio, Trinidad. Spending two-and-half months in exodus, Puff’s masterplan called for the creation of a body of hits that would form the spine of the Bad Boy canon for the next couple of years, and help launch his own solo star. True to his manifesto, the sessions produced a huge slice of the label’s late ‘90s output, including Life After Death, Biggie’s magnum opus, and No Way Out.

“For the next two years, I wanna have radio on lock,” Puffy is quoted as telling his producers in Cheo Hodari Coker’s book Unbelievable: The Life, Death, and Afterlife of The Notorious B.I.G. “Call the girlfriend, wifey, or whatever, and let ‘em know that you’re not gonna be around for a few weeks. We’re gonna get away from all this drama, put our heads together, and when we come back, we’re coming back with hits.”

We On The Job

In Trinidadian myth, the Jacakalantan is said to be a mysterious light that appears to lead the heedless into desolate areas far away from their intended destinations. The light then vanishes, leaving the lost to wander in the wilderness.

Now picture Puffy—in the land of the limbo dance, Calypso music and the steel drum—trying to keep the antagonists from Death Row away from his door. There may have been no supernatural forces on his side, but the geographical distance alone was enough to help his team focus on their goals.

No artists arrived in Trinidad until about half way through the trip, leaving Bad Boy’s in-house producers, The Hitmen, to stack up the beats. Two rooms in the Caribbean Sound Basin studio were in operation at all times, with engineers Tony Mazaratti and Alex Niehaus setting up their own basecamp in each, and Doug Wilson operating as an assistant to both.

“All the producers laid down beats and ideas and produced pretty much 24 hours straight, which was a real issue because we realized we had two engineers and two rooms,” Niehaus tells me. “While the producer teams were able to switch and swap, after three days and three nights I was like, ‘Ok guys I need to go to bed’ [laughs]. It was an incredible ordeal.”


Puffy wasn’t a traditional beatmaker, but like an expert conductor, he orchestrated the music coming out of Bad Boy. If Puff had a talent, it was his superhuman ear for a hit.

“What happened in that time was quite extraordinary. It was the very first time I’d ever seen somebody with such focus and such knowledge with what they believe was going to be a hit,” says Niehaus.

“Every once in a while Puffy would come down and sit in the studio. We would have a listening session in which he would go through all the tracks. Upon one or two seconds of listening he would go, ‘I don’t like it, oh I like this one, take this one, I‘ll take this one, don’t like this one…’ Just a razor sharp focus of what he thought was going to be a hit beat, and became, in fact, a hit beat.”

The orchestration forged in Trinidad filtered through to Bad Boy’s New York studio Daddy’s House, where engineer Stephen Dent was a squad member. According to Dent, whose workload included putting together vocals with the on-mic talent, as many as five albums were being worked on by the label at any one time. Tracks left over from Biggie’s album made it onto No Way Out, while songs originally pegged for Bad Boy artists The Lox and Black Rob were commandeered by their boss.

“Puff just took the best things from himself, pretty much,” claims Dent. “He just said, ‘Ok this is going to be a hit record so I want it for my album.’ He had the latitude to do that.”

Tupac Shakur was shot four times in Las Vegas on September 6, 1996, succumbing to the injuries six days later. Combs has been accused of placing a $1 million bounty on the head of Shakur and Knight (he’s consistently refuted the claim over the years). Whether the shooting happened before, after or during the Trinidad excursion isn’t clear. Whatever the case, Puff’s best efforts to insulate Bad Boy from Death Row’s aggression was failing. The rivalry loomed large over the label.

“I was mixing with two bodyguards behind me. It was definitely a big deal. There was scary phone calls coming in,” remembers Niehaus. “The Biggie-Tupac thing was very omnipresent, especially in the months before Biggie’s death. People talked about it all the time in the studio. Everybody ran around with guns for God’s sake.”

He continues, “I remember one day I was mixing. I turned around and there was nobody around me anymore, not even the bodyguards. I looked outside and everyone had disappeared. They’d gotten a threat over the phone, ‘Hey we’re going to come into the studio and fuck you all up.’ And everybody left and forgot to tell me [laughs].”

Niehaus sees the humor in it today, but it was incidents like this that saw the engineer delete Bad Boy from his client list post-No Way Out. “I essentially said, ‘Ok, I’ve got to find myself a client who is less prone to drama.’”

The No Way Out artwork would later be shot by photographer Michael Benabib at, interestingly, Cher’s house on Star Island, Miami. “Everytime we’d go out for dinner, it was like a presidential motorcade with security and limousines and six cars,” Benabib tells me. “It was quite an experience.”

I Got The Power

No Way Out opens with an orison. The sound of gospel choirs and Middle-Eastern chants are drowned out as helicopters whirl overhead and police sirens ring out. It’s audio that could have been recorded in a midtown faith center on a stormy night, the streets outside running red with blood. Puff takes a knee and asks God to watch over his family and forgive his enemies. “In your name we pray. Amen.” Then comes the sounds of “Victory” and we’re away into the night. Biggie’s voice booms large enough to shake skyscrapers.

If there’s a song that encapsulates the Bad Boy hit-making formula it’s “Been Around The World.” The label had a habit of not chopping up their samples à la DJ Premier, but instead lifting from other songs wholesale. Here, Puffy and Ma$e slide into David Bowie’s gold threads by rapping over “Let’s Dance.” Big, meanwhile, takes on the hook from Lisa Stansfield’s “All Around The World” in a laid back croon. Lesser minds might consider such heavy pilfering as being lazy but there’s an art to stitching this all together and making it work. If you don’t believe me, listen to Craig David’s extremely cursed “Hot Stuff (Let’s Dance),” which is Bowie done wrong.

“Been Around The World” is the best of braggadocio rap. The Thin White Duke was a fan of Puffy’s vision, too. Four years later they where in the studio together, cutting a new version of Bowie’s 1985 track “This Is Not America” for the Training Day soundtrack.

Puffy, only ever a competent rapper, either pilfers Biggie’s flow on “What You Gonna Do?” or the legend was penning his lyrics (Dent can’t confirm if Big worked on Puff’s verses directly but does say that he was using ghostwriters at the time). The song works as a kind of “Somebody’s Got To Die part 2”—a narrative-driven, uptown version of Biggie’s cinematic opus that you can’t turn away from.

The first verse of “What You Gonna Do?” is defined by its minutiae. In his Harlem homestead, Puff is snapped awake by the sound of his barking Rottweilers. He attends to the dogs, passes his son off to the boy’s mother, and heads out to breakfast, where a quiet meal is broken by three guns being pointed in his face. Verse two is spent pondering his demise. Whoever wrote these lyrics, the specter of death was plaguing their thoughts.

While No Way Out established Puffy as a star, for some it will forever be remembered as the home of The Notorious B.I.G.’s last great rhymes. The East Coast cool of the Rashad Smith-produced “Young G’s” features Biggie, Puffy, and Jay-Z on the mic. Taken in isolation, the prospect that young upstart Jay (though he was older than Big) could claim to be his successor is absurd. There isn’t a dimension where Jigga’s verse is bad, the mid-paced groove of his chilled out flow floating over the funky bassline and chiming keys nicely. But as soon as Big’s voice kicks in the door on the final verse, everything that comes before crumbles to dust. “Damn it feel good to see people up on it,” he spits, summoning the spirit of Biz Markie. Big Poppa slays enemies with his “lyrical carjack” before laying low, smoking “trees in Belize.” He sounds nothing less than the greatest of all time.

The best song, though, is “It’s All About The Benjamins (Remix).” If “Victory” could never hope to ignite the club, then this is a song that will pop off until the end of time. Produced by Deric “D-Dot” Angelettie and originally released on a DJ Clue mixtape with just Puff, The Lox, and no hook, Puffy added Lil Kim and Biggie to the remix. The result is rap’s bling-bling era at its extravagant finest: diamond-cut samples, memorable verses that blend money stacks with street boasts, and flows that run smooth as satin. Some people don’t like that the beat switches into the more Saturday morning cartoon flavors of The Jackson 5’s “It’s Great to Be Here” on Big’s verse, but I can’t imagine it any other way.

Originally, the song was intended to be a Lox cut. But in the studio, Puff pulled rank. “As soon as [Puffy] walked in the room he just said, ‘I don’t know who was on the first verse but you’re going to be mad at me’ because he took that verse,” laughs Dent. According to the producer, the CEO soothed The Lox by handing them beats to “If You Think I’m Jiggy,” their first single, and “24 Hrs. to Live,” which ended up on Ma$e’s album Harlem World. But there’s no doubt who got the better of the deal.

Bad Boy might have ruled the charts in 1997, but “I’ll Be Missing You” was an ubiquitous pop culture presence. At the MTV Video Music Awards that year, Puffy took to the stage with Sting to perform the track. It solidified his position as a pop music polymath.

The song’s outline is simple: Puffy flips The Police’s “Every Breath You Take” into an ode to Biggie, with the fallen legend’s wife Faith Evans transforming the original’s creepy chorus—which for sure had stalker overtones—into heartfelt gospel and R&B group 112 providing some added vocal harmonies. The sampled guitar lick was famous, but not so played out that it turned the masses away, while the lyrics were simple enough to engage with even if you’d never heard a Notorious song in your life (“It’s kind of hard with you not around/ I know your in heaven smiling down”). The cover of the single is simply marked “A Tribute to The Notorious BIG” and features The Lox’s “We’ll Always Love Big Poppa,” a much better song, and 112’s “Cry On.” It became one of the biggest selling singles of all time.

The success of “I’ll Be Missing You” opened up Combs to accusations that he was mining Biggie’s memory to launch his own star. Watching him dance and twirl on a rain-drenched street in the video sparks uncomfortable thoughts that he might have been comodifying his friend’s death. And, weirdly, Biggie’s image doesn’t appear anywhere in the clip until the final shot. Without Big, Bad Boy needed a star at the center of its galaxy. Whether it was intentional or not, Puffy filled that space. The idea though that it was an intentional marketing ploy, though, is refuted by those in the label’s sphere.

“I do believe [Biggie and Puff] were close and I do believe that it affected Puffy’s life,” says Niehaus. “Did Puffy use this in order to enhance his career? I’m sure it might have had a percentage in bringing him to the mainstream of what was left that wasn’t there before. But no, he was grieving. He lost his friend, no doubt.”

According to Dent, recording Biggie tribute records like “I’ll Be Missing You” were an ordeal for all involved, but they did bring a sense of catharsis. “After that record was done, and I hate to say a sense of relief, but you could just feel we could move on and go forward and enjoy music again,” he says. “Making those records was not easy.”

Dent adds, “Those were some of the worst times being around and just sitting there. We knew the music was good but how could you enjoy it when you’re singing about losing your friend. Lil Kim made a record on her album [“Hold On” from The Notorious K.I.M.]. Me, Kim and Mary [J. Blige], we would sit in the room and could cry for three or four hours before we could work. We did not enjoy doing the records, they just happened to be good music and it made a lot of sense for where we were at the time.”

“Every friend, every hanger on that was around the studio, we needed [“I’ll Be Missing You”] and once we got that record it was like, ‘OK, let’s continue making music. We can’t stop.’”


Platinum Wings

Over the bitter piano keys of “Pain,” Puffy stands in front of his demons. He rises in the morning to another day of contemplating suicide (“Sometimes I wanna pull it, end it all with a bullet”), thinking about his slain father, and missing his departed friend. Through the haze, Puff envisions the angelic image of Biggie, platinum wings on his back.

With his hand on his friend’s head, Big preaches the need to never stop moving forward. “That’s when I opened up my eyes and knew Bad Boy lives,” Puff raps. On his motivations through the period, people are going to believe what they want to believe. Either way, the line encapsulates Bad Boy’s determination not to just survive, but thrive. It’s the heated core of No Way Out—an album that continually walks the line between grief and glory.

The battle between the light and the abyss is crystalized in Puff’s 1997 Rolling Stone interview, when he’s asked for his highlight of the year: “Just reading Billboard—seeing how many weeks I’ve dominated the No. 1 slot for rap, for pop, for R&B, and seeing the records I broke. I wake up every morning and I feel blessed. Statistically, this was one of the best years of my life, but personally, it was one of the worst. I would rather not have this. I would do anything—I would turn the hits into negative hits if I could just be with Biggie again.”

Combs slid from the gangster rap moneyman who allegedly wanted to pay seven figures for the heads of his enemies, to the champagne celebrity spotted at fashion events with Jennifer Lopez. He went from picking beats behind the boards, to rapping on top of houses. No Way Out was the genesis. A genuine 21st century superstar brought to life in unthinkable darkness.

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