'Regulate' At 20: Warren G & Michael McDonald Discuss the G-Funk Jam

Warren G performing on stage in 1994
Paul Bergen/Redferns/Getty Images

Warren G performing on stage in 1994 

Warren G is interested in recruiting Macklemore for a 20-year anniversary version of 'Regulate.'

Michael McDonald had just hit the Lower East Side of the N-Y-C, and while he wasn't on a mission trying to find Mr. Warren G, fate was about to intervene.

This was 1996 or '97, and the former Doobie Brother and blue-eyed-soul legend was on his way to a Manhattan studio to work on some tracks. Suddenly, a car rolled up, the window went down, and there was Warren, one of several West Coast rappers and producers instrumental in creating the "G-funk" sound that revolutionized hip-hop earlier in the decade.

In the time it took for the traffic light to change from red to green, the two exchanged compliments like old friends, even though it was their first — and to date only — meeting. Then they went their separate ways.

"The fact that he saw me on the street and recognized me, I thought, was kind of funny," McDonald tells Billboard.com. "I wouldn't think of myself as a recording artist that, in his generation, you'd know what I look like."

Of course, this wasn't the first time fate had brought the two seemingly disparate musicians together. On April 28, 1994, Warren G and his frequent collaborator, the late Nate Dogg released "Regulate," a single based largely on a sample from McDonald's 1982 hit "I Keep Forgettin' (Every Time You're Near)."

Originally appearing on the "Above the Rim" movie soundtrack, "Regulate" became a summer rap anthem, reaching No. 2 on the Billboard Hot 100 chart. Every teenager in America knew the words, even if they couldn't really relate to Warren and Nate's tale about "hitting the east side of the L-B-C" and getting mixed up in all sorts of inner-city drama.

The song succeeds precisely because of its contradictions— gangsta lyrics combined with Nate Dogg's lover-man crooning and McDonald's smoother-than-smooth yacht-rock sound — and that's down to Warren's reverence for the source material. Thinking back to that face-to-face meeting with McDonald, Warren downplays the strangeness of their stoplight chat.

Oh yeah, I used to do that all the time on people," Warren tells Billboard.com. "I'm a fan. I'm still a fan. I really love his work, man. I think he's one of the greatest of all time. His voice is incredible."

When Warren started work on "Regulate," he had no idea it would appear on the "Above the Rim" soundtrack. He'd just picked up a bundle of vinyl records from a dealer outside of Rosco'’s Chicken and Waffles in L.A., and one of them was McDonald’s "I Keep Forgettin'," a tune he knew straight away he needed to sample.

"I was like, 'Wow, this is an incredible record—plus it's a record my stepmom and my pops used to play," Warren says. "It brought back feelings for me of living with my parents, when we lived in North Long Beach. They used to jam with some good music, man."

At the time, Warren was living in a dingy apartment on Long Beach Boulevard with dog crap all over the floor. He hadn't yet risen to superstar status like his stepbrother Dr. Dre or good buddy Snoop Dogg — with whom he and Nate had founded the group 213 — but he was a striver. Maybe that's why he related to the Wild West outlaws in "Young Guns," a movie he happened to watch one night on VHS. It was a fortuitous viewing, as one line of dialogue — "Regulators: We regulate any stealing of this property, and we’re damn good, too" — caught his ear.

"That was our word: regulate," Warren recalls. "Oh, we gotta regulate that, or we gotta regulate this."

Realizing the line would make a great sample — and pair nicely with the McDonald bass groove and melody already swimming in his head — he plugged the VCR straight into his Akai MPC60 sequencer. Lastly, he whistled a riff lifted from Bob James' 1981 funky jazz-fusion cut "Sign of the Times." Now all the track needed was lyrics, so Warren called up Nate and told him to come on over.

"Why don't we do a duet-type song like what Dre and Snoop dig with "Nuthin' but a 'G' Thang?'" Warren remembers thinking.

The two went back and forth, Warren penning the first four bars and then passing the pen to Nate. Before long, they'd banged out the first verse and set the scene for the song’s strange, somewhat dreamlike narrative. In the opening lines, our heroes are cruising around Long Beach in separate cars, looking for female companionship. If Warren and Nate had a rough idea of where the story was going next, they didn't have a chorus.

"The hook was just empty," Warren recalls. "I told Nate, 'OK, now you set it off. You start it off on the next verse.' We went back and forth again, and we were like, 'Know what? This record is dope without a hook. We just let it roll, just like that.'"

Onward they went to the second verse: Warren sees some guys on the street shooting dice and decides to take a break from chasing skirts and join them. Things take a dangerous turn when the dudes pull out guns, but luckily, Nate Dogg is on the scene. Even though he's been busy scoping out some hotties who just crashed their car into a curb, he springs into action.

"I laid all them busters down / I let my Gat explode," Nate sings, sounding like a gangsta Luther Vandross. "Now I'm switching my mind back into freak-mode."

After Nate empties his clip and makes some "bodies turn cold" — a line radio bleeped back in the day — the story has a happy ending. He, Warren, and the girls with the broken-down ride wind up at the East Side Motel, where they presumably enjoy one another's company. According to Warren, the lyrics are partially autobiographical, though the bit about being held up during the dice game stems from something that happened to a friend of his.

"That’s how we do — be with the girls, hanging out with our buddies," he says. "Back then, it was a lot of haters, 'cause we had women and stuff like that. You're in different neighborhoods, and there's crime in those neighborhoods It was really rough back then."

With its references to murder and sex, "Regulate" wasn't the most obvious summer jam, but the music was intoxicating, and even McDonald was impressed with Warren's production. Although he admits he's no rap aficionado, he's always been a fan of the more creative stuff, and given that "I Keep Forgettin'" was itself a reworking of the 1962 Leiber and Stoller tune of the same name — an R&B hit for singer Chuck Jackson — he was game for clearing the sample.

"Rap is like any other genre: There are the people who are very creative with it and do remarkable things... and then there's that whole quadrant that sounds alike," McDonald says. "There's great stuff that's taken the genre to a new level over the years, and 'Regulate' was one of those tracks that was kind of a landmark."

If McDonald knew in advance that the song was about casual sex and cold-blooded killing, he didn't much care.

"I just left that to the artist," he says. "I don't think I really knew what the lyrics were about, to be honest with you. When I listen to songs to this day, I listen to the chords and the groove and the melody. Most times, lyrics are the last thing I listen to, being a musician. It wasn't until years later I understood what the song is about. It’s his story."

Following the success of the "Above the Rim" soundtrack, "Regulate" wound up on Warren G's 1994 debut, "Regulate...G Funk Era." The album hit No. 2 on the Billboard 200, and while the G-funk pioneer has never quite matched that success, "Regulate" remains a stone-cold hip-hop classic. In fact, shortly before getting on the horn with Billboard.com, Warren heard the tune on L.A.'s Power 106.

"It's still in heavy rotation all across the country," he says. "It's like it's brand-new again."

To this day, McDonald says, his kids prefer "Regulate" to the original "I Keep Forgettin'," and even youngsters not yet born in 1994 are liable to rap along to lines like, "If I had wings I would fly / Let me contemplate."

Recently, Warren found himself at a bar mitzvah in Universal City with his pals from Far East Movement, and he was shocked to discover that the newly anointed man of the hour and his friends all knew the lyrics.

"I was like, 'You gotta be kidding me,'" Warren says. "I went up and did 'Regulate' in the bar mitzvah, and it was real cool. I hung out, ate with them, and just had a good time."

These days, Warren is prepping an EP tentatively titled "This Is That Summer Music," and as part of a planned 20th anniversary album, he's considering recording an updated version of "Regulate." Rather than serve up a sequel to the story — something that might be difficult, since Nate Dogg sadly died of complications from strokes in 2011 — he's hoping to enlist some of today's stars to offer their take. Nothing is definite, but he sites Macklemore as someone he'd be interested in working with.

As for why "Regulate" struck a chord with Middle America and continues to resonate two decades later, Warren suspects it's got something to do with both the music and the escapism of the lyrics.

"Just the story of it is exciting, for people who've never been through that situation," he says. "They like it: 'This is like a movie.' It brings them into the record."