Growing up in Long Beach, Calif., with older brother Dr. Dre, Warren Griffin III formed his first hip-hop group as a teenager with childhood buddies Nate Dogg and Snoop Doggy Dogg. Performing as 213, the three developed what has come to be known as the Long Beach sound -- a style that scored commercially on his debut as Warren G, 1994's quadruple-platinum-selling "Regulate -- G Funk Era."

\\On his second album, "Take a Look Over Your Shoulder (Reality)," G continues in that vein, with Nate Dogg's polished baritone featured on "Annie Mae," Ronald Isley's tenor sweetening "Smokin' Me Out" and sing-songy melodies and spacious funk grooves throughout. Now producing tracks for actor/veteran rapper Will Smith, G is also busy working with a stable of young artists as the CEO of his own label, G-Funk Music.

\\As soft-spoken in person as he is delivering urbane rhymes over elastic bass lines and laid-back beats, the 26-year-old rapper/producer showed up to an interview in a mid-town Manhattan hotel fully accessorized with girlfriend Tania, manager and uncle Wron G and two 300-pound-plus bodyguards.

\\Rolling Stone.com: Your second album, "Take a Look Over Your Shoulder (Reality)," came out in March. What have you been up to since then?

\\Warren G: Right now I'm working on remixes for the Bee Gees and En Vogue. I just did a song for the "Goodburger" soundtrack for Nickelodeon, I'm producing some tracks for Will Smith for his new album, and I'm developing my artists -- the Five Footers, the Twinz, Young GFC's, Reel Tight, Lady Levi. I'm gonna try to drop an EP before the end of the year. I want to do a song with Method Man, and I'm going to do a song with Lauryn Hill [of the Fugees] -- I want to do it how me and Nate [Dogg] do it, how we switch off [on vocals]. I'll get on the plane and come back out here to do a song with her. I can't stand planes, but I'll come back out here.

\\You don't like planes?

\\One of the engines blew out on our way here. We were halfway here, and that motherfucker was "Boom!," and then it started going "Boom! Boom! Boom!" and then there was fire shooting out of it. I was cool, but that really fucked me up. I was like, "Ohhhhhh, shit! Drive this motherfucker, man. Please don't let us crash!" 'Cause we dropped just like this [gestures quick descent with hand]. I just knew we was getting ready to crash.

\\Wow. What happened?

\\He didn't land. He said it was alright. But the plane was flying like this [gestures sideways slant]. They need to make airplanes where if it's gettin' ready to crash, the whole top of the plane will pop off, and everybody will get the oxygen and float down on a big-ass parachute. That'd be tight. That'd be tight! Yeah, I need to talk to them. The aerodynamic places or something.

\\Your album is an enhanced CD. Are you into computers?

\\No. But Def Jam just came and was like, we want you to do this new thing to let everybody see the type of things that you do. They came up, knocked on the door to my house and showed my house a bit, the studio and stuff like that. I don't remember if I showed my dogs on there or not, though.

\\What kind of dogs do you have?

\\I got pit bulls. Killers. [Laughs.] No, I'm just playin' -- mine's are nicely trained. They don't be gettin' out of the yard and killing other dogs and biting people. They stay right in their little thing.

\\What are their names?

\\Stymie Doo, O.G., Courvoosier and Hennessy.

\\Stymie Doo?

\\Stymie Doo! Like Scrappy Doo. He look just like Petey from the "Little Rascals," so I took the Stymie from the "Little Rascals," and then the Doo from Scrappy Doo.... But the homeowners association be trippin', like, damn, you can't have this many dogs. And I'm like, What the fuck you mean? This is my shit, my house, my yard, and it ain't got nothin' to do with you. They tried to tell me I can't put no gates on with the points, to keep the coyotes from tryin' to hop the gate. I'm doin' it anyway. [Laughs.] Hmm, let me quit this [gesturing to a bottle\of beer]. I got to quit drinkin' this. [Laughs.] I'm cool though.

\\You thank the mayor's office in the liner notes to your new album....

\\They commended me for being involved in the gang truce. And I was trying with some other people to put together a teen center, so the kids could, you know, have Cal State-Long Beach come pick 'em up and take 'em to do sports and give 'em physicals and teach 'em how to swim and stuff like that, like I used to do. They commended me for that. But that don't stop the Long Beach police from messing with me. They done took my Mercedes 'bout three times. But see now, there's a lot of new [officers] that's there now that I went to school with. So they're like, Warren, I ain't gonna mess with you, just go on and get your stuff straight. 'Cause I know you, and I know you're not in that negative, you're just doin' your thing.

\\Did you hire these bodyguards just for your trip to New York?

\\Def Jam got at me and hooked it up. But I don't mind having 'em with me. I mean, I got a lot of friends out here. A lot of friends. I'm not trippin' at all. Niggers know that I ain't involved in none of that. It ain't no East Coast-West Coast beef. And that's straight from big G Dub, a k a Warren G. [Laughs.] [To his girlfriend.] Hey, Tania, could you tell them to get me a beer, a Heineken?

\\Is there anything else you wanted me to ask you about?

\\I want to say this to the kids: Whatever you wanna do in life, keep your head straight and stay focused on what you want to do. And if your number one dream don't work, go for your number two. One of 'em gonna happen.

\\So hip-hop is your number one dream?

\\This my number two. My number one was football. That's why I know a lot about it.