Warren G is to '90s rap music what Donny Hathaway was to '70s R&B. Hathaway was a great talent who, because he was not nearly as charismatic or controversial as artists like Marvin Gaye and Al Green, was also one of soul music's most underrated voices. Likewise, Warren G is a gifted producer with ever-improving mike skills who has had to battle comparisons to his famous brother, Dr. Dre, and his longtime friend Snoop Doggy Dogg, despite the success of Warren G's 1994 debut, Regulate – G-Funk Era.

Take a Look Over Your Shoulder may finally put an end to that. Here, Warren G builds on his strengths: sugary, melodic hooks; snippets of street sounds; rubbery bass lines; and lyrics that flow like a river through the center of each track. But Take a Look is darker than Regulate and, in some ways, a reaction to the success of the first album. "Reality," which interpolates Sly Stone's "If You Want Me to Stay," is an indictment of envious "player haters." "Smokin' Me Out," a remake of the Isley Brothers' "For the Sake of Love," is a sly joint about, well, joints, backed by the hypnotic vocals of Ronald Isley. The bluesy "Annie Mae," narrated by Warren G collaborator Nate Dogg, echoes John Lee Hooker's song of love, sex and infidelity of the same name.

The centerpiece of Take a Look, though, is "I Shot the Sheriff," a gutsy update of the Bob Marley classic; Warren G cleverly blends the song's chorus with modern urban tales of clashes with the law. It's here that he truly flexes his muscles as both a rapper and a producer. Like the other highlights of Take a Look Over Your Shoulder, it's hip-hop at its best: sonically innovative, reality based and guaranteed to cold rock a party. (RS 756)

KEVIN POWELL