LOS ANGELES -- Brian Burton's second-floor bedroom in his small suburban house is barely big enough for a full-size bed and computer desk.

The walls are bare except for a picture of Woody Allen tacked above the monitor. Next to the keypad there's a turntable and a mixer about the size of a brick. CDs, including the Beatles' recent Let It Be ... Naked, are scattered around the room.

Burton recently built an elaborate recording studio in his basement, but it's here where the producer otherwise known as Danger Mouse has rattled popular music similar to the way Phil Spector did 34 years ago when he finished the last-released Beatles album with lush orchestrations.

Beatles fans thought that was controversial.

In December, when he heard Jay-Z was releasing an a cappella version of The Black Album for remixers, he came up with a crazy idea to blend it with the Beatles' famous The White Album and make The Grey Album (see [article id="1484608"]"Remixers Turn Jay-Z's Black Album Grey, White And Brown"[/article]).

Three months and a cease-and-desist letter later (see [article id="1484938"]"Producer Of The Grey Album, Jay-Z/ Beatles Mash-Up, Gets Served"[/article]), the album is at the center of a massive downloading debate and is the most in-demand piece of media since the Paris Hilton sex tape (see [article id="1485593"]"Grey Tuesday Group Says 100,000 Downloaded Jay-Z/Beatles Mix"[/article]).

Burton, a laid-back fanatic of both the Beatles and Jay-Z, never imagined he would be opening his bedroom door to a reporter. A certain level of ambiguity has always surrounded his music, and he was especially keen about keeping the details behind The Grey Album a mystery.

As the album has become a cultural landmark, though, Burton has felt a need to explain the process behind it. A cease-and-desist letter he can handle, but hordes of rookie remixers thinking it takes a couple of days to make a similar album is burning Burton.

"A lot of people just assumed I took some Beatles and, you know, threw some Jay-Z on top of it or mixed it up or looped it around, but it's really a deconstruction," he explained. "It's not an easy thing to do."

Not at all. In fact, Burton came incredibly close to quitting midway through and releasing The Grey Album as an EP. He eventually discovered another way to make beats from The White Album samples and finished. All together, he worked nearly nonstop for two weeks on the album. (He claims to be more creative when working next to a bed, which is why he never made it to his studio.)

"I was obsessed with the whole project, that's all I was trying to do, see if I could do this," Burton said, opening up the The Grey Album song files on his computer for the first time on camera. "Once I got into it, I didn't think about anything but finishing it."

The first thing the producer did was listen to The Black Album a cappella and measure the amount of beats per minute for each track, a common technique for club DJs who seamlessly mix music together.

Next, he scoured all 30 songs on The White Album, listening for every strike of a drum or cymbal when other instruments or voices were not in the mix. Most were single sounds, which he would later put together to make beats.

With the intricate method Burton used for the rhythm tracks on The Grey Album he could have easily tossed in a kick drum from another album here or a bass drum there, and no one would have noticed, but that never crossed his mind.

"I stuck to those two because I thought it would be more challenging and more fun and more of a statement to what you could do with sampling alone," he explained. "It is an art form. It is music. You can do different things, it doesn't have to be just what some people call stealing. It can be a lot more than that."

After pulling every possible Ringo Starr part from The White Album, Burton repeated the process for guitar and bass samples. Once he felt there was a workable amount of sounds banked, he started with a Jay-Z vocal track and built the music around it using the software Acid Pro, an alternative to ProTools that retails for about $400.

The program allows the layering of separate tracks of samples, with the average song on The Grey Album being 16 tracks, although some have as many as 25.

To make the music fit more smoothly with Jay-Z's lyrics and "sound more like hip-hop," Burton altered the samples in Acid Pro.

"For instance, with these handclaps," Burton said, playing a track from "Dirt Off Your Shoulders." "Taking one little Beatles handclap wasn't going to do it ... but if you double it up and move them away from each other so they're doubling up the delay, and then take the pitch of it and throw it up in the air and make it a higher pitch. I know it sounds all geeky and stuff, but you get a much better sound to it."

He applied the same sort of tweaking to guitar and drum parts.

"This guitar lick right here is just a small little guitar lick," Burton said, playing a sample from The White Album. "But when you change up the tones and the pitches and everything, it just becomes a new thing."

Since the music is so picked apart, Burton decided to begin some of the songs on The Grey Album with an unaltered, longer sample from The White Album song that provided the primary parts for the remix. His "Dirt Off Your Shoulder," for instance, begins with a gentle strum and a bit of John Lennon's vocals from "Julia." "That way people know what I worked with," he said.

Most of the songs on the The Grey Album use guitar and/or vocal samples from only one Beatles tune, although the beats are all from various songs from The White Album. A few, however, use samples from a couple of songs. "Change Clothes" uses the guitar from "Piggies" and the bass from "Dear Prudence."

"This was a nightmare, though. I remember doing this one," Burton said, opening the song on his computer. " 'Piggies' is a silly song to me, and 'Change Clothes' is kinda the same way."

Burton was stuck on Jay-Z's "What More Can I Say" when he was about to quit. That's when he discovered a different way to double up drums that sounds more like a burnt CD error than rock music.

"It also samples '[While] My Guitar Gently Weeps,' which is one of my favorite Beatles songs," Burton said. "I really wanted to make it sound like it was really part of the Beatles, like it wasn't just laid on top of it."

"What More Can I Say" took some time, but nothing was more difficult than "99 Problems."

"Generally, when you're doing a track, you want to have the drums set the tempo," he explained. "But it wouldn't work on this, so I had to use the bass line itself to keep it going, and I accented the bass line with the drums and put the drums here and there, as opposed to, like, the normal way of doing it."

Burton also felt added pressure because his remix samples "Helter Skelter," a sacred song in the Beatles catalog.

"My whole thing with this was I didn't want to mess up the Beatles song either," he said. "I don't want to disrespect the Beatles. A lot of people thought it was sacrilege in the first place. I knew that would be something, but I didn't know it was going to be [distributed] on a wide scale. I knew my friends wouldn't think it was sacrilege, so I just made sure it was something I would dig myself."

As much time as Burton spent at his computer, he doesn't take all the credit for The Grey Album. He truly believes the two source albums were a good fit.

"I was lucky in a lot of ways," he said. "If it had been the Who, we wouldn't be here. If it had been LL Cool J, we wouldn't be here."

Not that he is against trying something else.

"Someone asked me if I would ever use Joni Mitchell's Blue album with Weezer's 'Green Album' or R.E.M.'s Green and make The Turquoise Album," Burton said, smiling. "While that's funny to say, it could be interesting if I sat down to do it."