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— by Shaheem Reid, with reporting by Lauren Lazin

Marshall Mathers just heard the news and was so shocked he didn't know what to say or do. It was a moment that no rap fan will ever forget — how could they?  The hip-hop community's hearts were racing a thousand miles per second and the only thing moving faster were their minds. Everyone was angry, confused and, most of all, heartbroken.

It was September 13, 1996, and the world had just learned that one of the all-time great musical talents has passed away. Music would never be the same.

"I remember exactly where I was when I heard that Tupac died," Eminem said solemnly. "I was cooking in a restaurant. It was me, Kuniva and Kon Artis from D12. We all had the same job. There was a big TV screen. We all just kinda watched it, just dazed. It almost didn't feel real."

Like all of us, the future mic king was horrified.

  Eminem in the studio
"I remember just the feeling of like, 'Holy sh--!' " Em continued. "This is how real it got? I just remember this feeling of gloominess. A lot of the people at the job that I worked at didn't understand Tupac or didn't understand the music. So they were looking at us like, 'What? What's wrong? What's the big deal? Get over it.' And it's like, 'Nah, you don't, you don't understand.  This is a really f---ed-up day.' "

September 13 was the beginning of a long period of mourning for a young Em and the rest of the hip-hop community. He'd been listening to Tupac since he was 17. Watching Shakur play out his real-life movie through the media, Em felt so connected to Pac it were as if they were growing up together. It didn't matter that Pac came up in the 'hoods of Baltimore and Oakland, California, and Em was growing up in Michigan. Shakur's messages resonated loudly.

  "Tupac: Resurrection" photos
"There's a lot of things about Pac that stood out," Eminem said. "Personality. I guess no matter what color you was or where you came from, you felt like you could relate to him.  He made you feel like you knew him. I think that honestly, Tupac was the greatest songwriter that ever lived. He made it seem so easy. The emotion was there, and feeling, and everything he was trying to describe. You saw a picture that he was trying to paint. That's what I picked up from him, making your words so vivid that somebody can picture them in their head."

One Tupac record that will always stick out for Slim Shady was "Dear Mama," a song he played in his car for practically a year after it came out. Another was the tragic tale of a young mother who meets a woeful fate, "Brenda's Got a Baby." 

This year, Eminem was given the extraordinary opportunity to put his own spin on Pac's music when he was enlisted to produce tracks for the soundtrack to MTV Films' "Tupac: Resurrection." Even as he sits at the top of his game, producing the late master was an assignment Eminem never thought would come his way.

"Nah, I'd be like, 'Get the f--- out of here,' " Em said about ever imagining producing for one of his idols. "When they told me I got a chance to do anything for this [soundtrack], I was like, 'OK, gimme it.'

"I just got sent a bunch of Tupac a cappellas and went crazy with them," he said about the initial stages of the production process. "Whatever I could salvage out of anything, I just banged out a bunch of tracks. It's not difficult when you get somebody like Tupac and you already have their vocals. All you gotta do is find the tempo of the song, and you just build the beat around it. That's what I like to do anyway. For two or three weeks straight, we just went at it."

The first release from the soundtrack is "Running (Dying to Live)" and is a remake of a posse cut called "Running From the Police," where, most notably, Pac and the Notorious B.I.G. were featured. To breathe new life into the record, Em incorporated a sample of Edgar Winter's "Dying to Live," in addition to snippets of Tupac and Biggie interviews.

"I just got sent a bunch of Tupac a cappellas and went crazy with them."
"It was obviously one of their earlier songs," Em explained. "The movie is documentary style so I tried to make the song documentary style. You hear Tupac coming in with basically the last interview that he did.  He was down-talking Biggie. Then after Biggie's verse, you hear Biggie trying to downplay the [beef], basically trying to dismiss it as if it was nothing.


NEXT: Eminem wants to show us how ridiculous it all is, and will Shady and Pac rap on the same record? ...
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Photo: Chrome Bumper Films

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 "Tupac: Resurrection" Trailer



 Tupac feat. Notorious B.I.G.
"Running (Dying to Live)"
Resurrection
(Interscope)



 Tupac feat. 50 Cent
"Realest Killaz"
Resurrection
(Interscope)



 "Holler If You Hear Me"
(Interscope)



 "I Ain't Mad At Cha'"
All Eyez On Me
(Death Row)



 "Dear Mama"
Me Against The World
(Interscope)



 "I Get Around"
Strictly 4 My N.I.*.*.A.Z.
(Interscope)



 "Brenda's Got A Baby"
2pacalypse Now
(Interscope)




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