“3 Peat” (produced by Maestro)
Maestro: I made the track for Jeezy and originally he dissed it. My friend Shanell Woodgett played it for Wayne and he jumped on it that night. He made the song the length of the snippet. I didn’t put the full beat out there. I put like two minutes to allow me to go through all the changes I had made to the track and that’s exactly how long he did the song for. He didn’t try to loop the two-track or nothing. Also, a lot of producers, they have to say, “Hey, put my [tag] on it,” but Wayne worked my name into his verse.

“Mr. Carter” feat. Jay-Z (produced by Drew & Infamous)
Drew: I used to be his recording engineer for three years. I did Tha Carter II and Like Father Like Son. Infamous knew Wayne through passing beats to him. We actually met through Wayne. My friend Sha-ron Prescott helped me write the hook and sang the chorus. I sped him up and purposefully made it sound like a sample. We told [Wayne] it was a sample that we found. I think Wayne still thinks it’s a sample. Me and Infamous went to the studio and as soon as [Wayne] heard it, he absolutely lost his mind. That’s the reason he shouted us out in the beginning because we were right there with him. Jay literally got on the song [in mid May]. “Mr. Carter” was the last song [on Tha Carter III] to get mixed and mastered.
Infamous: I was talking to everyone I knew who knew Jay-Z to find out what was going on. Finally, he did it last minute and the song was wrapped.

“A Milli” (produced by Bangladesh)
Bangladesh: This girl I produced for, Shanell, got it to him. But I never went to the lab with him. If I had my way, I would like it more. But I wasn’t around, so what he felt, he put on there. I just thought he would make more of a song out of it, honestly. He’s just rapping. If it was going on the mixtape, it’s cool, but not on no album or single. It’s saying “a milli.” He needs to pop about being a millionaire. He switched it up and tried to make it “ill.” If that was somebody else, it wouldn’t be on the radio. They just f*ck with Wayne regardless. That right there makes me like that sh*t, because it’s against the grain and it’s working. That sh*t’s no format. A n*gg* went in, freestyled, and that sh*t’s all over the radio. And it’s the hottest beat in hip-hop right now. Every time I turn on Rap City, they in the booth rapping to the beat. Busta Rhymes hit me not too long ago and said he did five verses to the beat and it “rebirthed him.” He was talking to me like I did this amazing reincarnation for him like, “I sound like a newborn baby!”

“Got Money” feat. T-Pain (produced by Play-N-Skillz)
Skillz: We did the track in New York and right before we were gonna dump the track into the computer, the engineer stepped on the plug accidentally and turned off the MPC. So we had to come back the next day and redo the whole track. That sh*t was still in my head though.
Play: Pitbull was gonna use it, but T-Pain didn’t finish the hook in time. N.O.R.E. and Slim Thug recorded over it. Fat Joe was interested. Rick Ross passed over it. So we started shopping it, but nobody took it. November [‘07], T-Pain’s manager reached out to me, telling me Wayne wanted it. Then, one day, I got it on my iPhone with Wayne and T-Pain’s vocals on the actual track. Then we couldn’t come to the mixing or the mastering, which we were upset about. Wayne doesn’t let you come unless he has personal relationship with you, which we didn’t. Skillz is such a music guy that he doesn’t care about the money, he cares about the situation. So he was like, “F*ck it, they can’t have it.” But I’m more of the business head, like, “Nah, it’s Carter III and we’re going to get this single.” [Wayne’s engineer] Fabian Marasciullo, did a great job on the record.

“Comfortable” feat. Babyface (produced by Kanye West)
Drew: When Kanye came through with 20 beats on a beat CD, Babyface was already on it. “Let the Beat Build” was also on that same CD. Wayne heard [“Comfortable”] and was like, “Oh my God, I love it.” Kanye left the CD and we recorded in L.A. at the Record Plant. It was done in mid-2006. [Wayne’s] a huge Babyface fan. When he got that record he was like, “I need to do this because Babyface is a legend, and not that many hip-hop artists [are] doing sh*t with Babyface.” This was the only song he used on Tha Carter III that leaked.

“Dr. Carter” (produced by Swizz Beatz)
Swizz Beatz: It was a concept that could have either been for Wayne or Jay. All he had to do was fill in the blanks. It had “Good morning, Dr. Carter,” the breathing and the heartbeat. Jay heard it first and loved it. But I didn’t expect him to take it once I seen where he was going with [American Gangster]. It just wasn’t good timing. It definitely fit Wayne. He’s representing the next generation and he delivered on it. The crazy part is when Jay was talking about the concept, he was talking about rebirthing a new artist, and whoever the new artist was would have been the feature. That probably was going to be Wayne, and Wayne wanted to feature [Jay] on it. So they were thinking the same thing without knowing it.

“Phone Home” feat. Dre (produced by Cool & Dre)
Cool: I remember [Wayne] did that “Show Me What You Got” freestyle and said, “We are not the same. I’m a Martian.” That line really stuck with us. So [Dre and I] wanted to do a record that reflects that he’s a rock star from outer space. The whole concept was that there’s no real rappers left in the game and the ‘hood is calling him home. We actually had like 19 people [play on it]. We had trombones, violins, horns, and then we tripled them and made them sound real big. We went to the Hit Factory [studio in Miami] and played the record for him. You know when Weezy’s feeling something because his eyes roll behind his head. We knew he was keeping it because after that it was, “What’s up with that ‘Phone Home?’” Weezy’s like, “Oh, that’s in the vault.” He kept certain records in a special vault that was unleakable, sh*t that he only touched.

“Tie My Hands” feat. Robin Thicke (produced by Robin Thicke)
Drew: That record is extremely old. I don’t even think Tha Carter II came out when we recorded it, if I’m not mistaken. It was probably recorded like October 2005 at Circle House [in Miami]. I think Robin wanted it for his album. Wayne heard it and was like, “Man, I love this, I need to use this for something.” I’m actually surprised that record never leaked ’cause that is the oldest record on Tha Carter III. He did that whole record in one take. He was smoking a blunt, and he’s like, “Yo, just play it all the way through and I’mma get all three verses in one shot.” He really felt attached to that record. He’s a huge Robin Thicke fan, and it was so deep to him, and he’s talking about Katrina. When we were on his tour bus going from venues, he’d be in there jamming that record. When he was working with me, nothing leaked because I carried my own personal drive. I’d record everything to the drive when we were in separate studios and I was the only person who had it. I think when his album started leaking was after I quit working for him [in July 2007] and he started going to different engineers.

“Mrs. Officer” feat. Bobby Valentino and Kidd Kidd (produced by Deezle)
Deezle: Bobby came through [Hot Beats studio in Atlanta], and we were all vibing and [Wayne] was like, “D, we need this song for me and Bobby to do.” I grabbed my guitar and then came up with the idea, laid the drums down, the guitar part down, and the bassline on the live bass. Then they came over and did their parts. It took me probably about 20 minutes to do the beat. He and Bobby went back and forth on the hook idea a little bit and then ended up coming out with the “Mrs. Officer” thing. They were like, “This is what we thinking.” I was like, “Sh*t, this a hundred!”

“Let the Beat Build” (produced by Kanye West)
Deezle: Kanye and I did this record together. Kanye sent us this soul sample looped for about three minutes and was like, “Yo, I’m sending you some records. They just samples. See where you want to go with them.” So we were listening to that one and it was crazy. It was like two bars, but it just went on for three minutes and it was pretty hypnotic when it was on. Wayne listened to the sample and he was like, “Let’s add some drums to it.” What the singer was singing, and the way she was singing it, it was on point. It is aggressive and the elements constantly drop in and out so it keeps you anticipating more and more. It changes almost every four bars.

“Shoot Me Down” feat. D. Smith (produced by D. Smith)
D. Smith: I was going to Hot Beats for a session and Lil Wayne was there. My business partner, Stacy Barthe, actually knew Wayne and his people, and they had heard the track a couple days prior to me meeting [Wayne] and told him about it. So I went in the room and saw him and the first thing he said to me was, “Thank you.” He hadn’t even heard the beat yet. So I played the beat and it was probably like 15 people in the room. He heard the beat and kicked everybody out except for like two people, the engineer, and myself. He smoked two blunts, asked for a cup of hot tea and just went in.

“Lollipop” feat. Static Major (produced by Jim Jonsin; co-produced by Deezle)
Jim Jonsin: I originally made the track in a session for Danity Kane. They passed on the record, and I went over and played it for Static. He was working at my studio with Pleasure P from Pretty Ricky. He had the melody within, like, 15 minutes. He had the melody already down and he laid it. He laid the hook. It was probably about 30 minutes, he laid the hook and then they came out with the “juicy for you” part and then I sampled their vocals: [sings] “Sh-sh-she lick me like a…” I sampled the little parts in the MPC drum machine and then I sampled the “call me” and just made it like I was scratching and it was done. Static met up with Wayne and played it for him. We used auto-tune, but with auto-tune, you can’t just sing through it. You gotta know notes. So Wayne’s not just singing through some thing and it makes his voice sound perfect. The way he used it, he did some neat sh*t with it. He was singing all crazy with weird melodies that no one really does.
Deezle: We recorded it and we were listening back to it after. I looked at Wayne and he was like, “It’s cool.” I said, “Man, I can bring this song home.” I totally re-did the drums and changed the bassline that Jim had. All my drums are harder than most people’s drums. I gave it the bouncy feeling. It was more sedated before. That’s why the people dance like they do when the record comes on. I brought it back to Wayne and he jumped up on the speakers and was excited and started doing the same dances he’s doing in the video and was like, “That’s the next single. I know we’re supposed to do ‘Showtime,’ but we’re going to do this one.”

“La La” featuring Busta Rhymes and Brisco (produced by David Banner)
David Banner: Wayne is the one of the only rappers in this generation who doesn’t mind breaking out of the everyday mold of what people think records should be. A lot of rappers like my beats but they’re afraid to be creative. Wayne is not that type of artist and that’s why I enjoy working with him the most. The fact that he calls himself a Martian may be the truth, because musically, he wants to push paths of what rappers are doing. I actually did that beat for the Shrek 3 soundtrack. I got a call at the last moment by my movie agent and they were having a problem with one of the tracks on Shrek 3 and needed a track. It was going to be an instrumental or a song, but either way, it wasn’t designed for a rapper. So that within itself shows the dexterity and what [Wayne] was doing. What’s crazy is, Wayne would be in the studio with Nelly or somebody, and I’ll see them in the streets and they’ll be, “Man, this song [with] Wayne got through you is so crazy. I don’t believe this sh*t.” Then I was going through one of my beat CDs with Busta, and Busta heard the “La La” beat and was like, “Man! I peeped this sh*t with Wayne! Sh*t’s f*cking crazy, dog! It’s the second coming!” So I had been hearing from everybody else how dope the track was. What people don’t know, I actually got two beats on Tha Carter III, but you gotta find the second one.

“Playing With Fire” feat. Betty Wright (produced by Streetrunner)
Streetrunner: Betty Wright’s one of the old-school singers from the late ‘60s/early ‘70s. I wanted that big old-school voice. My attorney was doing some things for her and he mentioned her. She’s from Miami so I was able to just get the mp3 of the hook. I told [Lil Wayne’s engineer] Fabian when we were going to mix down, “We gotta make her sound like a sample.” He put the effect to her voice to make it sound big, but at the same time, gave it a little dirt with the record crackle in there. Once Wayne heard that, it was a wrap. It kind of made it a new record. The drums were the same [as when Wayne first recorded it], but I added the guitars, more strings, and put Betty Wright on it. Sometimes that’s good to do if you don’t change the feel because you can make the artist fall back in love with the record if they were sort of losing their interest.

“You Ain’t Got Nuthin” feat. Juelz Santana and Fabolous (produced by Alchemist)
Alchemist: Wayne showed me love every time I saw him over the years at awards shows or whatever. He had rhymed on a couple Mobb beats [for freestyles] back in the day. I made [“You Ain’t Got Nuthin”] after “Wet Wipes.” I was grabbing keyboard sounds like samples and chopping them up and treating them like loops. I was working on it for my album and I wanted to get Wayne on. Fab set it off and he just killed it in the beginning. Then Juelz got on the joint. Obviously Weezy messes with them as artists so he was cool to do the collabo. I sent it to him to get on it and he sent it back with a verse. A couple days later [his people] called like, “We want to try and use this for his album.” When we got up to mix the record, he showed me nothing but love. I went out there to poli[tic] with him while he was in Atlanta. We started the mix, but Wayne wasn’t at the mix [the whole time]. They had another studio down the block and he was over there laying like five songs.

“DontGetIt” (produced by Rodnae & Mousa)
Rodnae: Nobody else ever heard it. It was made for Wayne. I took my time because most of the music sampled was played live so it’s not necessarily all the way on beat. I had to make sure everything lined up to where it was one tempo.
Mousa: I listen to Nina Simone a lot. We got the sample from her song “Don’t Let Me Be Misunderstood.” By the time we sent it, [Wayne] was about to leave to go to Europe for this tour, and the album was going to be turned in before he got back. I sent the song three days before he was leaving. He recorded it and while he was in Europe, Baby was calling for the files [for mixing and mastering]. When I first heard it, I felt like I wished [Wayne] had rapped more. But then I realized that if he’s talking, consumers are going to listen more.