Warren G and Nate Dogg's 'Regulate': The Oral History of a Hip-Hop Classic

Inside the wild sessions, smooth vocals and brief jail stint that led to one of the greatest rap records of all time

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"Regulate" pushed Warren G from L.A. favorite to national star. Neal Preston/Corbis

Two decades ago, Warren Griffin III and Nathaniel "Nate Dogg" Hale stormed the pop charts with "Regulate," a back-and-forth tale about an attempted car-jacking that goes down on a clear black night in L.A.'s Long Beach. Recorded in Warren G's apartment, the smooth, Michael McDonald-sampling quiet storm peaked at Number Two on the Billboard singles chart and became one of the defining songs of the 1990s. With a reissue of Warren G's triple-platinum Regulate… G Funk Era hitting stores, Rolling Stone talked to Warren G and his collaborators about the song that put West Coast hip-hop on a whole new level.

213 Was the Click

Warren G: 213 was me, Snoop, and Nate. That was my crew. We fell in love with [the group] 415 — Richie Rich, D-Loc and those guys in Oakland. So we was like, "Man, they 415, that's they area code. So we might as well call ourselves 213 and represent from where we from down here."

From letting people dub our tapes, it started getting around all over the city, from Long Beach, to Compton to Watts to South Central to Pomona. It started getting real big. But we still wasn't getting a break from nobody. I hadn't seen my stepbrother Dr. Dre in a while, so I gave him a call. I was, like, "What's up?" He was, like, "I'm at a bachelor party. Come through." I was like, "All right." So I went, and they was playing a lot of good music, but it was the same stuff going over and over again. So I was, like, "Man, let me play this." I popped in the tape. My brother's buddy LA Dre (keyboardist/producer Andre "LA Dre" Bolton), he was right there. I popped it in and let him hear it. LA Dre, he was like, "Your brother hear this?" I was, like, "Nah." So he hollered at Dre, and Dre heard it. And Dre fell in love with it. He was like, "Man, this is dope. I want y'all to come up to the studio on Monday." 

Nate Dogg, Warren G and Snoop Dogg
Nate Dogg, Warren G and Snoop Dogg attend The Source Hip-Hop Awards on August 18th, 1999. Ron Galella/Getty

At that time, me and Snoop, we was cool, but there was a lot of people in between, dividing and conquering. Me and Snoop was at it a little bit. . . 'cause we got into a nice fight, not blows, but we got into an argument. So I called him and told him, "Man, look, Dre like our songs, he wants us to come up to the studio on Monday." Snoop didn't believe me, and he hung the phone up. So I called him back, and I told him, "Look, man, please, don't hang the phone up." So I called Dre on the three-way, he answered, and I was like, "Andre, can you tell Snoop that you want him to come to the studio on Monday." So he's, like, "Yeah."

From that day on, we just started working with Dre. Dre did a song with Snoop called "Gangster's Life." That was set to En Vogue's "Hold On." Then the Deep Cover soundtrack came up, and we did a song for that. And after that, Dre was like, "What you think about me doing an album called The Chronic." And we was like, "Shit, that's dope." So we started working on that.

The Chronic

Warren G: I was helping out with Dre on the Chronic – you know, me, Dre, Snoop, Daz, Kurupt, RBX, Rage, Nate Dogg. I was buying old, Sixties, Seventies and early-Eighties R&B and soul and listening to a lot of soundtracks from Blaxploitation movies, just getting ideas and seeing how their lifestyle compared to ours and seeing what kind of knowledge I could get that would help me go further as a producer and as a rap artist.

I helped out with "Let Me Ride." That was a record [sampled from "Swing Down, Sweet Chariot" on Parliament's Live: P-Funk Earth Tour] that I bought out of Torrance. "Stranded on Death Row" was Isaac Hayes. I heard that record, I sampled it and let Dre hear it. He liked that mug and him and Chris Glove [producer Chris "The Glove" Taylor], they re-did it. "Little Ghetto Boy," that was a record I did with Mista Grimm, but I had the beat still. I played the beat, Dre heard it, he liked that motherfucker, we used it on The Chronic. It was a collaboration of all of us putting our heads together, and just having fun and doing hip-hop.

"When they told me that Michael McDonald liked it, that really sparked me." — Warren G

Greg Geitzenauer (Engineer): I was a staff engineer at Track Record in North Hollywood. At the time, it was a lot of Red Hot Chili Peppers, Jane's Addiction, Alice in Chains-type folks. When the studio started to get more hip-hop sessions booked, I was the one who ended up being the staff engineer on them.

When Dre and Snoop were getting ready to do the Chronic tour, they came in to do some show mixes – tracks that would be played [by their backing DJ] for the tour, for them to perform over. So Dre, Snoop and Suge booked time for a week or so. Warren was one of the guys who was always hanging out. When Dre, Snoop and Suge had those Chronic-type sessions, there were a lot of people around. I mean, like, 20 people would show up at a session, and it would become a party. Warren was one of the ones who would show up because he had done some of the tracks on the Chronic. And, you know, he was just trying to find a way to get in on something.

"Indo Smoke"

Warren G: Death Row had a lot of artists. They had Snoop, the Dogg Pound, the Lady of Rage and there was other artists that was also on the label, so it was a big list and a long wait. I didn't want to wait that long, o I started branching off and doing my own thing. I could rap at the same time, so I just took that. DJ Quik was doing it, Dre was doing it. So I adopted the same formula that they were doing, and did my own style.

Geitzenauer: At one point, Warren said, "Hey Greg, I got a budget to do a demo to be a solo artist. I need some studio time. Do you want to work on it?" And I said, "Yeah, of course. Let me know when." I think that was the session where he had Mista Grimm come in and they did "Indo Smoke."

Warren G: I done the music at Echo Sound, and we recorded the vocals at Track Record. It was incredible, man, just the whole vibe in there. We had a lot of beautiful women, a lot of weed, drank and it was just a party. I was just like, "Man, why don't we talk about something that everybody's scared to talk about: weed. Why don't we talk about it, straight up?" That's what we did, we talked about it, and it turned out to be a super West Coast classic to this day. They still play it on the radio. 

Snoop Dogg, Dr. Dre and Warren G
Snoop Dogg in the studio with Dr. Dre and Warren G (in back) on March 25th, 1993. Neal Preston/Corbis

Paul Stewart (A&R executive and artist manager): I was working for John Singleton on the Poetic Justice soundtrack, and I was spending a lot of time in the Death Row studios trying to get this Dogg Pound song ["Niggas Don't Give a Fuck"] for the soundtrack. Initially it was supposed to be a Snoop Dogg song. But Snoop was so hot, they shut that down. In the course of that, I met Warren, and he played me some of the music that he had produced. At that time he was unaffiliated. They weren't really messing with him at Death Row. And as soon as I heard "Indo Smoke," I was blown away. He sat in my truck in front of the studio in L.A. where Dre was working, and I remember I heard the first verse and chorus and I just ejected the tape, like, "Oh, we're signing this immediately." I played it for John, and John flipped just as hard as I did. So we put it on the soundtrack.

We started managing Warren about that time. We put that "Indo Smoke" song and the song he produced for 2Pac ("Definition of a Thug Nigga") on the soundtrack at the same time. Things just started moving really quickly. First we were going to sign Warren to John's label New Deal Music, which was at Epic, where the soundtrack came out.

Warren G: Chris Lighty and Lyor Cohen, that's when I got on their radar, when "Indo Smoke" came out. They didn't even know that Snoop and Dre and everybody else was my folks, my family. Once they found out that, it made even more sense. I had a bunch of record companies battling to get me.

Stewart: I sent a video of "Indo Smoke" to Chris Lighty, who was a friend of mine. He called me up and was, like, "Hey, who's the guy rapping in the back seat in the last verse or whatever?" [Warren G actually raps the second half of first verse. In the video, he's sitting in the passenger seat while Mista Grimm drives and Nate Dogg sits in the back.]

We were really excited about being down with Def Jam. Russell Simmons called me when I was at New Deal, and I thought it was one of my friends impersonating him, and I was really rude to him. I like, cussed him out, like "I'm too busy to play around." And he said, "Nope, this is Russell." I said, "Oh wow." We were impressed to be in business with Def Jam. Def Jam had missed out on all the West Coast stuff. Death Row was killing it. So they were smart, and saw an opportunity.

To be perfectly honest, I wasn't trying to get a record deal for Warren G right then. I wasn't trying to shop him a record deal. I was thinking of him as a producer. I credit Def Jam for that. Warren is a low-key cat. He's a genius, and he makes those tracks. That's more his thing than being flamboyant. But Def Jam, they realized that this was their opportunity to get in with some credibility into the West Coast thing that had passed them by in a lot of ways. Then Warren brought that song.

"Regulate": The Original Version

Warren G: I had an apartment on Long Beach Blvd and San Vicente in Long Beach, California. That was the apartment I done "Regulate" in. I had all my equipment set up in the bedroom, a vocal booth in the bathroom and in the closet, and that's where we created it. I had an MPC 60, a Numark mixer, and a Technics 1200, and a ton of records.

"Do You See" was going to be the first single. But we couldn't get it cleared because the Bible Belt was tripping, because when I did it the first time, I had it go, "Do you see what I see? Do you hear what I hear?" [The melody follows Gloria Shayne Baker and Noél Regney's Christmas hymn "Do You Hear What I Hear?"]

For "Regulate," I was at home, and I came up with it. I was listening to Michael McDonald's "I Keep Forgettin'." It was a record that I always loved, from being a kid and my parents playing it when they had their company of friends over. It was a record that just stuck in my head, and it just felt good. I had the sample and was, like, "It would be so different to do a hip-hop song over this."

Then I had to sit on it a couple of days just to see what else I needed to add to it. That's when all the other parts came, as far as looking at the movie Young Guns and sampling that part. I was looking at the movie one day and I heard the part where [Casey Siemaszko, the actor who played historical outlaw Charley Bowdre] says, "We work in this town as regulators. We regulate any stealing of this property. But you can't be any geek off the street. You gotta handle the steel, you know what I mean, earn your keep." I heard that shit, and I lost it! I said, "Oh my god! I have got to put this shit on this song! I don't care if they don't let me use it. I'm a put it on anyway." 

Rapper Warren
Rapper Warren G (C) sitting on stoop with his nieces, nephew and sisters in 1994. Debra Lex

Geitzenauer: We went out and rented the movie, and we took his MPC out into his living room and hooked the VHS up to the MPC so we could get that sample recorded into the MPC and put it on the track. Something that was very new was the advent of being able to record at home digitally, pretty cheaply, and it was with these VHS-based 8-track digital recorders called ADATs [Alessis Digital Audio Tape]. I think he went down to Guitar Center or something like that and got a console and some microphone preamps, some mics, some speaker monitors, the ADATs and some cabling. I went to his place and got that all hooked up. He had been making beats and saving them. So he had a couple of things he wanted to get recorded right away once the home studio was set up.

He had Nate come by to just hang out and see if they would come up with anything. He played that beat for Nate and Nate liked it right away. So they both just started simultaneously writing things for it. It happened really quickly, and this is all just in Warren's apartment.
Warren G: Doing the song together, we wanted to go back and forth like how Snoop and Dre did it with "Nuthin' But a G Thang." Like Run-DMC, the way they went back and forth. What I did, I wrote the first four bars, and I was like, "Okay, Nate, you write four bars." And I was like, "Okay, I'm a write four more bars." And I'm like, "Okay, Nate, go on, you do four more bars." So we did it until we got to sixteen. Then, we didn't have a hook, but the record sample was banging so hard, well, we didn't need a god-darn hook. Let's just go.

Geitzenauer: Because he hadn't yet done the whistling – you know, he found the sample of the whistling that goes on in the chorus – there wasn't really anything figured out for the chorus, I just thought I would play a couple of keyboard sounds so that something different was happening during the chorus. And so I just found on one of his keyboards that he had a string sound. There's this kind of low string sound that you hear in the chorus.

Then there's this little organ lick that happens at the end of every fourth bar; it only happens twice in every chorus. It's just a little Hammond organ-type lick. If you listen to the song, once you get to the first chorus, at the very end of the chorus, right before the next verse starts, you hear this little lick. It goes d-d-d-da-da. It was a stock sound from a synthesizer – a Yamaha SY77 or something like that. The string part came from that keyboard, too.

Then this sort of Minimoog sound during the Young Guns sample, just this sort of classic Minimoog sweep keyboard sound. We came up with that a little bit later. That was maybe one of the last things that was added.

Warren G: He put it on there when he was mixing, 'cause I wasn't there when he was mixing it. At first, I was like, what the fuck is that? And then after I listened to it, I was just like, okay, let's keep it.

Stewart: That shit blew my mind. I was at Track Studio over in North Hollywood, and it was just like, the back-and-forth thing with him and Nate. It's one of the only pop songs that doesn't have a vocal hook. That "regulators, mount 'em"? That's only in the beginning. It's that melody, that whistle and all that.

"Regulate": the Radio-Friendly Version

Geitzenauer: Once it was decided that, yeah, everybody likes this, let's do it for real, we set up at a real studio, a commercial studio in North Hollywood, and re-recorded the vocals. Somebody at either Death Row or Def Jam, maybe Chris Lighty from Def Jam said, "Can we come up with something that's less explicit? As explicit as it is, we can't get any airplay for this. We'll just have to be bleeping out so much of it." So I think at one point, once we were set up at the commercial studio, they recorded what they thought would be a clean version. That was the one that ultimately went on the album.

Warren G: When we did the first version, it was just straight up explicit with a lot of cuss words: "motherfuckers" and shit like that. We had to go back in and re-do the vocals and make it radio-friendly. That was something that was required because, by then, the record had caught a nice buzz, and the world wanted it.

Geitzenauer: It's not like, oh, the original version is this fantastic boss version that's the best thing ever. It was more of a work-in-progress. Warren probably has it somewhere.

Warren G: I mean, the first version we did, it was probably a little different, more tough words and stuff. I don't have that version, but Greg might have it. You should ask him if he got it. If he got it, he need to go on and send it to me.

Above the Rim... and Beyond

Warren G: I was at the studio one day with Dre, and one of his guys that was up at the studio, his name was (A&R executive) Mike Lynn…I had let [Mike] hear "Regulate," and he was like, "Did you let Dre hear this?" And I was, like, "Nah, I hadn't let him hear it yet." Then he was, like, "This shit is dope. Let me play it for Jimmy." So Mike played it for Jimmy, and Jimmy fell in love with it. He was like, "We've gotta have this record for the Above the Rim soundtrack. This is our fucking single right here."

Stewart: Then there was that battle with the song, because Nate was on it. It was Warren's song, and Nate was on Death Row and Warren was on Def Jam. So that wasn't the smoothest.

Warren G: I knew it was a good song, but I didn't know they was going to take it for the soundtrack and make it the first single.

Stewart: The song was getting done for the soundtrack, and all of a sudden, it started turning into this huge record. It's like, there's a power play over who's record it is, because you have an artist on Def Jam, and you have an artist on Death Row. It was definitely contentious. Suge didn't like Def Jam, and Def Jam was trying to, like, mash out here in the West Coast. To me, I definitely remember some top-level heated negotiations going on back-and-forth about the rights of the record.

Warren G: The record was such a great record, it was undeniable. [Def Jam] couldn't deny it, and [Death Row/Interscope] couldn't deny it. Let's win together. Def Jam gave me the clearance to go ahead and push and let Death Row use the single. It was business. And what we did was, or what Lyor Cohen and Def Jam did is they took the same single and they re-released it.

Cameron Casey, video director for "Regulate": I had all these L.A. rappers hanging out with me on the shoot, and it was awesome. When we got to the set, Warren G wasn't there. He didn't show up. That's why, when you see that opening shot, you see the old school gangsters walking through the old brick building. That was going to be a whole storyline of the old school gangsters, and we were going to tell the story of old school and new school throughout the whole video.

Warren G: I was on my way to the video shoot, and I got pulled over and went to jail. I don't even remember why they took me to jail. I think I had some old warrants or stuff. But I got bailed out of jail probably, like, 8 or 9 at night and it was all good.

Casey: What happened was, Warren G, he was at the gas station, and he gassed up his car and he drove off with the gas pump in the tank. So he pulled the hose off and didn't realize it, and he was driving along and the cops pulled him over. They put him in jail. Finally, when he got to the set, we got through all the scenes, and we got together as much stuff as we could in the time we had. The lighting, the locations and all the stuff were great. His performance was awesome. 

Warren G
Warren G in 'Regulate.'

Geitzenauer: I went back to small town Iowa the summer that it came out, and a kid rolled down the street outside my parents' house with his windows down, and had "Regulate" playing out of it. That was definitely an eye-opener – like, oh, this isn't just something that only I know about, because as an engineer, there's so many things you work on that don't do anything. That was one of those eye-opening moments that it wasn't just something that's popular in L.A. It wasn't just something that played on L.A. radio stations. It wasn't just a regional or local success. It took off around the country, around the world.

Warren G: A special memory I have is being able to perform at Madison Square Garden [on the Budweiser Superfest tour]. A lot of MCs still haven't had a chance to rock Madison Square Garden. When I did that song in Madison Square Garden, I felt like Run-DMC did when they raised the Adidas shoe in the air. They always tell me whenever I'm in New York, "We love you guys from the West Coast out here. It's just that mainstream radio don't play all y'all's music. But we still get it from the underground, and we still bang y'all shit." That's love.

When they told me that Michael McDonald liked it, that really sparked me. I was like, "Wow." For such a great artist like him, and to have been in the music business way before me, just to hear him say that he loved the record and cleared [the sample]... it was a good thing, man.

They still get a check from that. I made the record – I'm not trying to saying I'm better than them, but I made the record bigger than what they did. I did that out of the love for them as an artist. The feeling that they put into the music – they're a part of this, too, because they inspired me.

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