Behind 'Take A Look Around'
If Masta Ace is often regarded as a hip hop luminary, why do I need to introduce him?
It’s a good question, seeing as Ace never seemed to get his due. I guess it’s difficult to elevate an underground legend beyond that - the underground - where most of his fans reside, but the influence that Ace has imparted has helped shape the art of modern emceeing. This wasn’t so upon the release of Take A Look Around, Ace’s 1990 solo debut. A junior member of Marley Marl’s Juice Crew, Ace had been surrounded by greatness in the form of Big Daddy Kane, Biz Markie, Roxanne Shante and MC Shan, but he was yet to prove his own standing. He’d appeared on three tracks from Marley Marl, chief amongst them “The Symphony,” an all-time great posse cut that doubled as his first ever recording.
Ace’s debut fell late in the Juice Crew chronology. MC Shan was the first to record an album, dropping Down by Law in ‘87. The following year brought debut efforts from Kane, Biz and Marl himself, with ‘89 ushering in Craig G and Kool G Rap & DJ Polo alongside longtime singles artist Roxanne Shante. In fact, by the time Ace released Take A Look Around in 1990, he was the second last Juice Crew member to debut: he beat out Grand Daddy I.U.’s Smooth Assassin by just two months.
An understated record, Take A Look Around is steeped in an earnest and confident worldview. The standard braggadocios fare such as “Music Man” and “Maybe Next Time” takes a backseat to some of the more earnest writing, which appears on the sobering slam-poem “Take A Look Around” and the prescriptivist morals of “Together.” Elsewhere, on “Me & The Biz,” Ace indulges his more comedic side, whilst “As I Reminisce” strikes an soft-spoken but hard-hitting melancholy. The album is unique in that it’s the only one of Ace’s solo LPs to be without a central narrative concept: he seems to have become wed to the idea somewhere in his post-Incorporated break.
As a part of our Juice Crew retrospective, we’re breaking down the sampling on Ace’s 1990 debut, discussing the nature of the collaborations within and looking over the rest of his extensive career. If you want to keep up with the tracks throughout - they can be difficult to source - you can follow along with a complete playlist!
“Music Man”
The album opens with a beat credited to Marley Marl. I stress “credited to” because Marl has been called out for stealing credit from his young proteges: legends such as Eric B., MC Shan, Kool G Rap and Masta Ace have all maintained that Marl put his name on compositions of others.
Despite their name, Grand Funk Railroad were one of the biggest American rock bands of the 1970s. The three-piece released 13 studio albums between ‘69 and ‘82: “Nothing is the Same” was included on 1970’s Closer to Home, their third album. That record was certified Gold, the third of their LPs to achieve the milestone in a single year.
It’s also been sampled by The Roots, De La Soul, DJ Shadow, Black Sheep and Beck.
The first vocal sample we hear - an antiquated “man…” - is lifted from the “Ben Casey Theme,” the musical opening to the 1960s medical drama of the same name. The theme opens with a number of solitary words from actor Sam Jaffe: “man… woman… birth… death… infinity.”
The 1961 composition has been sampled just six times, appearing on tracks by Chubb Rock and DJ Shadow.
The female “music” interjection that’s scratched into the track at 0:07 is courtesy of Dimples D, who released the original version of “Sucker DJ” in ‘83. A response record to Run-DMC’s “Sucker M.C.’s,” the Marley Marl-produced track flopped. It was reworked and rereleased in 1990, at which point Dimples D became a noted one-hit wonder.
The track has since been sampled a good 20+ times, most notably on a track by Kris Kross.
“I Got Ta”
“I Got Ta,” on the other hand, is the first appearance from Mister Cee, a frequent Big Daddy Kane collaborator and the second producer for Ace’s debut. All tracks are helmed by either Cee or Marl: 4 are credited to the former, whilst 11 are credited to the latter.
It doesn’t take long for the first James Brown sample to appear: he’s both a favourite of Marley Marl and hip hop as a whole. “Talkin’ Loud and Sayin’ Nothing”, an R&B Songs chart topper, appeared on on 1972’s There It Is.
It proved a popular sample in the late ‘80s and early ‘90s, appearing on joints by Run-DMC, Geto Boys, Kid ‘N Play, Pete Rock & C.L. Smooth and Big Daddy Kane.
“Letter to the Better (Remix)”
Though it’s billed as a remix, this version of “Letter to the Better” is almost entirely identical to the original track. The original “Letter to the Better” was released alongside “Together” under the name Ace & Action, a duo which includes DJ Steady Pace, who contributed the scratches all over Take A Look Around.
“Letter to the Better” also starts with a James Brown sample, albeit indirectly. Lyn Collins’ “Think (About It),” written, produced and graced by Brown, has since become a staple breakbeat. It features two key samples: the central drum break, and the “woo! yeah!” passage featuring Brown and Bobby Byrd.
It’s been sampled more than 2100 tracks, making it one of the most popular samples of all time.
James Brown, again. This time, it’s “Take Some… Leave Some,” a joint from 1973’s The Payback. That album was originally intended as the soundtrack to blaxploitation film Hell Up In Harlem, but the producers rejected it as “the same old James Brown stuff.”
It was a mistake. Though Brown’s 40th studio album, it represented the godfather at the peak of his powers, and is often considered his classic LP.
The spoken word sample - “alright, is everybody ready!?” is courtesy of one Smokey Robinson.
Though often remembered as Smokey Robinson and The Miracles, it wasn’t until 1965 that Robinson’s name preceded that of the group. Name aside, Robinson was a member of The Miracles when the band released “Mickey’s Monkey” in ‘63, a hit accompanied by a novelty dance, “the monkey.”
The horn that punctuates the chorus at 0:46 is lifted from “Keep On Dancing” by Alvin Cash. Cash was a St Louis-born pop singer who made a mark in Chicago during the mid-’60s. “Keep On Dancing,” one of his minor hits, was released in ‘68 after the success of his debut single “Twine Time.”
Though not his highest-charting single, it’s his most sampled with a mere 6 flips. You might have heard it on work from Queen Latifah and Chubb Rock.
“Me and The Biz”
The first thing you should know about the Biz is this: nobody beats him. The ‘clown prince of hip hop,’ so he’s called, brought a new strain of comedic lyricism to the genre, backed by both his own contagious persona, the writing skills of associate Big Daddy Kane and the label backing of Cold Chillin’. Sadly, he was all caught up and couldn’t make it. Ace adapted, deciding to play the role of Biz in his own non-collaborative collaboration. Though not a sample or interpolation per se, there is a short lyrical reference to the Clutch Plague standard, “Brother, Can You Spare A Dime?”
The underlying instrumental that backs “Me and The Biz” is intricately assembled from three seperate elements of Cymande’s “The Message.”
The second single from Cymande’s self-titled debut, the 1972 cut typified the eclectic African-tinged funk played by the short-lived British outfit. The three sampled segments, juxtaposed against one another by Marl, originally appeared at 0:03, 1:00 and 0:17.
One of Ace’s bars in the first verse - “fever for the flavor of a single…” - is an interpolation of a popular and enduring Pringles advertising campaign.
The slogan “I’ve got the fever for the flavor of a Pringle” was first employed in 1980, and continued to feature as a mainstay of their advertising until at least the late ‘80s, when a then-unknown Brad Pitt starred in an ad using the jingle. Ice Cube later referenced the same phrase on ‘92s The Predator.
Though he’s not present in a strict sense - odd, considering Markie’s relationship with both Marl and Cold Chillin’ - Ace introduces his ‘guest’ by tapping into his folklore. The lyric “he's bound to wreck your body…” is an offhand reference to Markie’s own “Nobody Beats the Biz,” a track from his debut, 1988’s Goin’ Off.
Though Big Daddy Kane wrote half the tracks on the record, this one is Biz’s through and through.
“The Other Side of Town”
On Curtis Mayfield’s “The Other Side of Town,” he plays the role of a depression-stricken citizen who grew up in a rough neighbourhood. “It’s hard to do right” on that side of town, and it’s harsh enough to plague residents with depression. Ace explores a similar idea in his bars: living in an entirely black neighbourhood, one forgotten by the government, out of sight and out of mind.
The drums that kickstart “The Other Side of Town” are courtesy of early R&B singer Lee Dorsey. “Get Out Of My Life, Woman” was written by fellow New Orleans mainstay Allen Toussaint and included on 1966’s Working In The Coal Mine - Holy Cow.
It’s likely that, as is the case with much of Dorsey’s work, the backing instrumental was performed by funk pioneers The Meters. If so, the drumming is the work of Ziggy Modeliste.
An instantly recognisable slice of avant-garde no wave, ESG’s “UFO” is one of music’s happiest accidents. The track was recorded during the group’s first studio sessions in order to use up leftover tape.
It would become both their most famous track and one of the most prolific tracks of all time: it’s since been sampled an incredible 500 times by acts such as Biggie, Pac, Big Daddy Kane and Dilla.
Ace’s track takes both its name and its refrain - see 0:21 - from the work of Curtis Mayfield, a soul OG. Mayfield’s “The Other Side of Town” was included on his 1970 self-titled debut, released after a ten-year tenure with R&B outfit The Impressions.
Though “The Other Side of Town” is seldom sampled, Curtis featured more famous flips such as “Move On Up” and “(Don’t Worry) If There’s A Hell Below, We’re All Going to Go.”
“Ace Iz Wild”
Ace is wild, and he wants you to get wild too on this upbeat party cut. He also uses the introduction to outline who’s in his very unofficial Action Posse: Ice-U-Rock, the trio who appear on “As I Reminisce,” Marley Marl and DJ Steady Pace.
Though Earth, Wind & Fire are one of the most successful R&B/pop crossover acts of all time, they’re not without their forgotten jams. “C’mon Children” was included on their 1971 debut album, a mild success that preceded their chart-topping era by the better part of a decade.
So obscure is this EW&F cut, this is the only time it’s ever been sampled. Nonetheless, the first album was popular in the late ‘80s and early ‘90s.
You don’t release 63 studio albums without making a few obscurities along the way, but James Brown’s “Escape-Ism” is hardly a well-kept secret. The single, included on his Hot Pants record, has been sampled more than 150 times in the nigh-half century since it was released.
Hot Pants was but one of three full-length LPs released by Brown in ‘71, which fell during his most prolific period.
“Four Minus Three”
Maybe Ace wasn’t happy with his performance on “The Symphony,” but for whatever reason, he revisited the sample that underpinned the classic Juice Crew posse cut. He even opens with the same four bars before charting his own course through familiar terrain, a reiteration of his solitary talents.
The Immortal Otis Redding was the second posthumously released record from the soul singer, who died in a plane crash alongside members of Stax band The Bar-Kays in December ‘67.
Though none of the tracks within proved as successful as posthumous hit “(Sittin’ On) The Dock of the Bay,” the album is often considered amongst Redding’s best.
“Can’t Stop the Bumrush”
“Bumrush” is a storied hip hop term - it’s how the first female rap group got their big break, as well as how Public Enemy unleashed their Afrocentric politics onto the world. The term was actually first coined back in the early 1900s, when ‘bum’ was shorthand for vagrant or tramp, In the mid-’80s, it was being used to describe quick and fierce stick ups and robberies, though in ‘87, Public Enemy popularised their own parlance. The word featured in the title of their debut, Yo! Bum Rush The Show, and referred to “a crowd of concertgoers gate-crashing a club en masse.” This is one of Mister Cee’s five production credits.
When Little Royal & The Swingmasters released “Razor Blade” in ‘72, included as the b-side to the group’s second 7” single, they had no way of knowing it’d take with the hip hop producers of the future. At the time, Little Royal - known for his physical similarities to James Brown - was an obscure North Carolina-born soul singer.
So, who else sampled it? Dilla. Ice-T. Lord Finesse. Kool G Rap & DJ Polo. Das EFX. BDK.
Run-DMC are, in many ways, the OG rap stars. Whilst they themselves were influenced by early acts such as Kurtis Blow, Sugarhill Gang and Afrika Bambaataa, their ascension to stardom marked the beginning of new school hip hop.
“Here We Go (Live at the Funhouse),” released on the Rap 2 compilation in ‘85, was actually recorded live in ‘83. The same compilation included Run-DMC cuts “Rock Box” and “Rock the House.”
There are few commands more immediately associated with funk music (and specifically, James Brown) than “get up offa that thing!” The titular phrase from Brown’s 1976 single has become a cultural staple: for one example, it plays at Fenway in the 4th innings to encourage spectators to stretch their legs.
The track would prove to be Brown’s biggest hit of the late-’70s, a period of decline for the godfather.
Masta Ace names his track after a slightly less iconic phrase, sampling a bar from Big Daddy Kane’s 1989 cut, “Warm It Up, Kane.” That track was included on Big Daddy’s second album, It’s A Big Daddy Thing, which remains his highest-charting release.
The same track has been sampled twice by Intelligent Hoodlum, another of Kane’s Juice Crew peers, on his own Cold Chillin’ releases.
“Movin’ On”
A song about the virtues of personal development and the need to move on from hardship and tragedy, “Movin’ On” is one of Ace’s more narrative jams. The final verse details the death of his friend Dre, from which Ace must “keep movin’ on.” The track also includes a passing reference to another Marl-assisted hit, “Paid In Full,” when Ace raps “rolling with the rush…”
Soul II Soul’s “Keep On Movin’,” released just one year prior to Ace’s “Movin’ On,” was a smash-hit R&B single that peaked at #11 on the Hot 100. Marl sampled the central refrain - “keep on moving!” - but scratches just a fraction of the vocal in.
Intelligent Hoodlum’s “Back to Reality,” also produced by Marl and also released in ‘90, makes use of Soul II Soul’s “Back To Life,” another huge single from the same 1989 record.
The tight breakbeat throughout is courtesy of noted session musician James Gadson, who played on Bill Withers’ “Kissing My Love.” That track was included on 1972’s Still Bill, perhaps his most iconic LP.
Gadson originally played with Charles Wright, including on 1970’s “Express Yourself,” before leaving the group and playing on records by Herbie Hancock, D’Angelo and Vulfpeck.
Jermaine Jackson, one of the less successful Jackson siblings, released “Don’t Take It Personal” as a single in ‘89. The track, penned and produced by the three members of R&B outfit Surface, peaked at #64 on the Hot 100 at the start of 1990.
Though it’s been sampled just eight times, it remains one of Jermaine’s more frequently flipped songs. Marl uses a scratched sample of Jackson’s “keep movin’ on” as the tracks titular refrain.
“Brooklyn Battles”
Though the title suggests stiff competition, “Brooklyn Battles” boasts one of the most laid back instrumentals on the entire record. The piano and guitar intermingle with the feminine vocal, which is in turn backed by a sample of Stetsasonic’s classic “go Brooklyn!” chant.
The instrumental that opens “Brooklyn Battles” is at odds with the confrontational title. Eddie Kendrick’s “If You Let Me” is a soft-spoken soul jam from 1972, included on his Motown-released sophomore solo album, People… Hold On.
Kendricks has long been a figure in hip hop culture: though he died in ‘92, the title track from this LP was featured on Dilla’s “People.” Kendrick Lamar was also named after the late artist.
This one isn’t on WhoSampled, but I have a hunch, so lets roll with it. I’m fairly sure that the disjointed vocals scratched into the mix are taken from Stetsasonic’s “Go Stetsa I,” a track largely remembered for the central refrain: “go Brooklyn!”
It makes sense that Marl would flip that lyric on a track about the borough. It’s also appeared in work by Joey Bada$$, Kendrick Lamar and Mos Def. The original song was co-produced by Prince Paul.
“Maybe Next Time”
Though largely unremarkable in terms of lyrical content, “Maybe Next Time” features a bouncy instrumental and a pleasant sample of a classic ‘80s soul jam. Ace spends the track waxing poetic about what makes him the best, whilst also weighing in on what makes his competitors unsuited for the art of emceeing.
Stephanie Mills came to prominence through her role in the original Broadway production of The Wiz. That was only the beginning: she would release 14 albums by the end of the century, solidifying herself as an enduring pop star.
“(You're Puttin') a Rush on Me” was the second single from 1987’s If I Were Your Woman. Marl takes the phrase “maybe next time” from the modest hit, which peaked at #85 on the Hot 100.
There’s definitely a sample of James Brown’s “Soul Power” underpinning “Maybe Next Time”: you can hear it at 1:52 and 2:28. Where exactly the sample is sourced from within the 8-minute track? That’s unclear.
The 1971 song has been sampled more than 60 times, a modest amount for a Brown track. The Brown-penned cut features appearances from Bobby Byrd, Bootsy Collins and Fred Wesley.
“Postin’ High”
The penultimate Mister Cee beat, “Postin’ High” features a particularly vintage strain of funk. It pairs well with Ace’s casual, easygoing approach: his inflection feels conversational, the cadence less strict than many of the more serious cuts.
The clean, guitar-laden funk of “Postin’ High” is courtesy of The Crusaders, a jazz-funk outfit founded in 1960s Los Angeles. “Street Life,” the sampled song, was the title track from the group’s 1979 studio album. That record, which featured guest vocalist Randy Crawford throughout, represented the peak of their commercial success.
Songwriter Will Jennings would later pen the lyrics to massive 1997 hit, “My Heart Will Go On”
At 0:50, Marl reaches back into his extensive production catalogue, lifting some lyrics from Big Daddy Kane’s pre-debut single “Somethin’ Funky.” Whilst the a-side didn’t make it onto his debut, Long Live The Kane - which we’ve broken down previously - the b-side, “Just Rhymin’ With Biz,” did.
Unlike Ace’s Biz-themed track, Kane’s song actually features the man. It makes sense, considering Kane was then writing for Markie.
“None of these folks are living low,” notes Ace immediately following the brief Kane sample. “They’re living on the…,” he begins, before Cee slips in a sample. He takes the titular phrase from Skyy’s “High,” sung by a chorus of female voices and laid atop a funky disco beat.
The 1980 track has since been sampled by Dr. Dre, who used the same elements as Cee. It’s no surprise: Dre loves rapping about getting high.
“As I Reminisce”
Featuring what might be the best instrumental on the entire record, “As I Reminisce” finds Ace recalling his childhood days alongside hip hop trio Ice U Rock. The Mister Cee-produced beat makes use of a beautifully melancholy saxophone lick, one which punctuates the recollections with a real sense of longing.
There’s an incredible melancholy power to Monk Higgins & The Specialities’ “One Man Band (Plays All Alone),” which makes it the perfect instrumental underpinning for a song titled “As I Reminisce.”
Higgins’ saxophone has the starring role on the 1974 tune, but the drumming has also proved popular: the break at 2:13 was notably flipped by Freddie Joachim’s “Waves,” a beat used by Joey Badass and J. Cole in recent years.
The drums that enter at 0:17 help bring Ace’s song to life, propping up the hazy memories with a solid sense of direction and cadence. These drums are taken from Kool & The Gang’s “N.T.,” a very popular sample in hip hop. “N.T.,” short for “no title,” was included on Live at P.J.’s, the third LP - and second live LP - from the then-obscure funk group.
“N.T.” has been sampled more than 300 times, even making two appearances on Illmatic.
“Take A Look Around”
The title track is definitely more of a ‘track’ than a ‘song’. “Take A Look Around” finds Masta Ace channelling his inner Gil-Scott Heron, spitting spoken word poetry atop Heron’s famous “The Revolution Will Not Be Televised” instrumental. Whereas Heron’s original is a cavalcade of popular culture juxtaposed against the impending revolt, Ace’s take is more sobering observations about the grim state of the modern world.
“Take A Look Around” does more than just sample Gil Scott-Heron’s “The Revolution Will Not Be Televised”: it models itself on the influential spoken word classic. The flute, prominently featured on Marl’s instrumental flip, was played by Hubert Laws for Scott-Heron’s ‘71 studio debut, Pieces of a Man.
Ace’s lyrics muse on the state of the ghetto. His mention of cee-lo, a dice game, presaged fellow Juice Crew alumni Kool G Rap’s like-titled debut.
“Together”
“The name of this one here is Together,” opens Ace on the final track. “This is goin’ out to all those who some day reach that fork in the road, you know? ‘Cause we all have the potential to get there together.” It’s a message directed squarely at the listener, as throughout the song, Ace promotes fellowship and collaboration in the pursuit of a better tomorrow. It’s almost a prescriptive take on “The Other Side of Town.”
“Do You Have Time” was the title track from The Younghearts’ sophomore album, released in 1973. The LA-based vocal group was founded at Dorsey High School, which was then attended by members of The Beach Boys.
Though that outfit would go on to international renown, The Younghearts remained a well-kept secret amongst funk fans. They remain obscure in hip hop, having been sampled a mere six times.
We haven’t had much in the way of interpolations throughout Take A Look Around, so it seems odd that the album should close with one. Nonetheless, a chorus takes on the titular word a la Arthur Alexander’s “Sharing The Night.” That 1976 track was the a-side to Alexander’s penultimate 7” single.
Alexander was a quietly influential country-soul singer, and his work was covered by The Beatles.
Conclusion
It’d be fair to call Take A Look Around Ace’s forgotten debut. There’s a lot of reasons that the project has fallen off the radar in the years since: the contemporaneous explosion of West Coast hip hop talent, the overshadowing successes of Masta Ace Incorporated, the 11-year wait for a solo sophomore effort and, perhaps most pressingly, the lack of availability on streaming services. Nonetheless, this obscurity has a certain magnetism to it. Once people know that such an album exists, they seek it out with fervour - that’s exactly how I got around to writing this piece.
So, what did Ace do next? He headed up his own clique, Masta Ace Incorporated, and synthesised NYC rap with the prevailing G-Funk aesthetic. Their second LP, Sittin’ On Chrome, would prove to be Ace’s commercial peak, but not even that could overcome the rifts dividing the group. After Incorporated split in ‘95, Ace all but vanished, releasing a few standalone vinyl singles over the next five years.
In 2001, he returned with Disposable Arts, an underground classic that explores Ace’s time at the fictional “Institute of Disposable Arts.” At this school, Ace learns about the art of emceeing, something he probably needed brushing up on after his five year sabbatical. He followed the album with a prequel, 2004’s A Long Hot Summer, which was in turn succeeded by The Show, a concept album from his newly formed supergroup, eMC. All three of these records were very well received, but none of them sold well.
Ace’s fourth solo album, MA DOOM: Son of Yvonne, was released in 2012. Though the record is built entirely atop beats by NYC underground legend MF DOOM, it’s not a collaborative effort in a strict sense: Ace sourced the instrumentals from the Special Herbs series, on which DOOM has released many of his distinctive instrumentals. The masked villain did appear on “Think I Am” alongside Juice Crew alumni Big Daddy Kane, which utilised the beat from his own “Who Do You Think I Am?”
More recently, Ace has released a second album with eMC, a collaborative project with Canadian producer Marco Polo, and a fifth solo record featuring A.G., Cormega and Chuck D. Even now, the golden age emcee shows no signs of slowing down: his LPs are still conceptual, his hunger still potent.
In 2000, as he was lying low, Ace had a strange experience: he couldn’t feel his legs. It lasted about a week, which startled him enough to prompt a doctors appointment. After undergoing a spinal tap, Ace discovered that he had Multiple Sclerosis, a chronic autoimmune disease that required lifelong management. “I didn’t want anybody to feel sorry for me,” he recalled in an interview with HipHopDX. “I wasn’t feeling sorry for myself. I didn’t want the pity. I didn’t want any of that. I basically took it as a setback and a sign that it was time to reenergize and just really, really go in.”
Though he approached Disposable Arts as though it were his last record, Ace hasn’t slowed in the years since. It was only in 2012, when he was pulled over by Czech police, that he told his friends and collaborators about his MS: the police produced his medication on searching the car, prompting questions. The following year, Ace took his diagnosis public. It came as a shock: if anything, the man had been more prolific in the years since.
Though he’s been successful throughout his career, Masta Ace is still something of a quiet achiever. He doesn’t have the crossover successes of artists we’d consider celebrities, and he’s still producing top-shelf hip hop to a devoted but largely unseen audience. He’s been listed amongst the greatest emcees ever by Peter Shapiro and Rolling Stone, and Eminem has been upfront about how much 1993’s Slaughtahouse influenced him.
Even today, Ace continues to rock the mic with the quiet assurance of a true veteran. Whereas many older emcees have petered out and since retired, Masta Ace continues to write and record new albums. He appears alongside fellow veterans such as Pharaohe Monch, Smif-N-Wessun, Elzhi and A.G., all of whom push back against any sign of fading to a legacy act. Seeing as neither time or MS has managed to keep Ace from the wax, it seems that - as long as he’s still breathing - he’ll always be just a few paces away from the mic.
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