Puneet Varma (Editor)

I Ain't Mad at Cha

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Released  September 15, 1996
Genre  Hip hop, R&B
Label  Death Row, Interscope
Format  12" single, CD single
Length  4:53
I Ain't Mad at Cha
Recorded  October 1995; Can-Am Studios (Los Angeles)

"I Ain't Mad at Cha" is a song by rapper 2Pac released shortly after his death as the sixth single from his album All Eyez on Me. It was also his last single using the stage name 2Pac. The song features contemporary soul singer Danny Boy who provided the vocals for the song's hook. The song did well in the United Kingdom, reaching the number 13 on the UK Singles Chart and on the UK R&B Charts peaking at number 3. It was not released as a single in the United States, thus making it ineligible to chart on the Billboard singles charts (due to chart rules at the time), but reached numbers 18 and 58 in the R&B and Pop Airplay charts, respectively. It also reached number two on the New Zealand Singles Chart.



The track was produced by Dat Nigga Daz (who now goes by Daz Dillinger) and samples the song "A Dream" by DeBarge. The song was recorded the same day 2Pac was released from prison, and was the second song he recorded when he came out ("Ambitionz Az a Ridah" being the first). The single was released two days after 2Pac's death. As so, by the time this single was released, 2Pac had already finished recording his next album, The Don Killuminati: The 7 Day Theory. It has been labeled by many one of the best songs on "All Eyez on Me" and one of the greatest in 2Pac's career. The song also appeared on 2Pac's Greatest Hits album. Another song on the CD single proved to be popular among fans. "Heartz of Men" appeared on 4 of 2Pac's albums, compared to 3 for "I Ain't Mad at Cha". These include: All Eyez on Me, 2Pac Live, 2Pac's Greatest Hits, and a remixed version on Nu-Mixx Klazzics. A remix was made of Rihanna's "We Ride" to include elements of "I Ain't Mad at Cha". R&B group BLACKstreet also used the identical keyboard tune in "Don't Leave Me" off of their Another Level album. The track sampled Children of the Corn's "American Dream". On the clean version there is a fourth verse, whereas on the album version there is only 3.

Lyrics and Message

The song is a reminiscence of how time has changed from when he was younger to when he became famous. He speaks of losing touch with people and how many people turned on him after his success. Yet he still maintains that he's got "nothing but love" for his old friends, with the hook repeating the line "I ain't mad at cha".

The first verse speaks about how he lost touch with his friend, who converted to Islam, and the difference in lifestyles they chose to live. The second verse speaks about 2Pac being sentenced to prison. He mentions his old girlfriend and tries to comfort his mother. In the third verse (album version), 2Pac raps about how his life has changed from being in the ghetto to being a celebrity. He talks about his connection to the hood and how his old associates think negatively of him now.

In the censored version, the third verse of the song is completely replaced with new lyrics which talk about the struggles of living, a message to God, and life after death.

Composition and recording

"I Ain't Mad at Cha" was the first song to interpolate the core melody of the song "A Dream" an album track by DeBarge, written and performed by Bunny, and taken from their 1983 album In a Special Way. This makes the instrumentals very identical. This is most apparent in the piano usage which is almost identical to the original song. The main difference is "A Dream" uses a keyboard for its notes, while "I Ain't Mad at Cha" uses more of a classical piano. Daz's main job as producer of the song was changing this piano instrument, as most other aspects of the song were the same. The tempo of the original song was also sped up, which matches with 2Pac's pace of rapping. Another minor difference is the accompanying beat uses different sounds to project the same repetition (sped up as previously noted).

The day 2Pac was released from prison, he went to the studio and recorded "I Ain't Mad at Cha" and "Ambitionz Az a Ridah". When 2Pac entered the studio the beat was already complete, and 2Pac wrote the lyrics and recorded the song all in a few hours. Shortly thereafter, BLACKstreet released "Don't Leave Me" to radio, which also interpolates the melody of "A Dream". According to Dave Aron, 2Pac had a lot of energy going into the studio. Kurupt was in the studio at the time of recording and said when 2Pac heard the beat he "flipped out" from excitement. He wanted to finish the song quickly and was cursing at the engineers for moving too slow.

Technical info

  • MIDI format: 1
  • Ticks per quarter note: 384
  • Tempo: Andante (Quarter Note = 84)
  • Key: C minor/Eb Major
  • Time signature: 4/4
  • Music video

    For the video the whole song was re-recorded with a live band. Featuring horns and strings Kevyn Lewis commissioned a band featuring Cornelius Mims, Warryn Campbell, Priest, Ricky Rouse, and Darryl Crooks to replay the track. The new track was recorded at Can-am Studio by Conley Abrams, it was mixed at Larrabee North by Abrams. It was shot weeks before 2Pac's death.

    The music video begins with 2Pac and a friend of his (Bokeem Woodbine) leaving a hotel party at night. While waiting for someone to arrive a hooded man comes up, pulls out a handgun, and starts shooting in their direction. As 2Pac pushes them out of the way, he gets hit by at least one bullet. In the ambulance his body gives in and he passes away. Upon entering Heaven, 2pac is told that they have been waiting for him to come for a long time, yet he still has to earn his way in. As a spirit, he then returns to Earth to watch over and guide his friend as he struggles through the next few days. While this is going on 2Pac is shown rapping to his friend, (who can't see or hear him) trying to offer guidance. Finally, the video concludes with 2pac's friend gaining the courage to give condolences personally to 2pac's widow and daughter.

    Look-alikes of many deceased entertainers are revealed to be playing the beat in the party, featuring (among others), Redd Foxx, Jimi Hendrix, Bob Marley, Nat King Cole, Miles Davis, Sachmo, Marvin Gaye, Billie Holiday, Florence Ballard, Sammy Davis Jr., and Louis Armstrong. Danny Boy is also present in Heaven as an angel.

    In the censored version, the third verse of the song is completely replaced with new lyrics which talk about the struggles of living, God, and life after death. The video ends with the words "Dedicated to Mutulu Shakur and Geronimo Pratt" appearing on the screen. These individuals are 2Pac's stepfather and godfather, respectively. The music video was voted #33 on the "MTV Top 100 of 1996" ranking music videos. The concept of the video (showing 2Pac's death and him being on Earth as an angel) was used as evidence by many who believed in the 7 Day Theory that Tupac is still alive. The music video is available on the edition of Tupac: Live at the House of Blues


    Filming crew

  • First aired: September 15, 1996
  • Filmed: May 1996
  • Production company: Been There
  • Director(s): Tupac Shakur & Kevin Swain
  • Producer(s): Taj Lewis
  • Photography: Patrick Loungeway (cinematographer)
  • Additional crew

  • 1st assistant director: Joe Oz
  • CD single

    DRWCD5/854 843-2

    1. "I Ain't Mad at Cha" - Edit
    2. "I Ain't Mad at Cha" - LP Version
    3. "Skandalouz"
    4. "Heartz of Men"

    12" maxi single

    12 DRW5/854 843-1

    1. "I Ain't Mad at Cha" - Edit
    2. "I Ain't Mad at Cha" - LP Version
    3. "Skandalouz"
    4. "Heartz of Men"

    Cassette single

    DRWMC5/854 842-4

    1. "I Ain't Mad At Cha" (Edit)
    2. "Skandalouz"

    Song credits

  • 13. I Ain't Mad At Cha (feat. Danny Boy)
  • Written by: T. Shakur, D. Arnaud, E. Jordan
  • Produced by: Dat Nigga Daz
  • Mixed by: DJ Quik & Carlos Warlick
  • Engineered by: Dave Aron
  • Engineered by :Rick Clifford
  • Assistant Engineer: Alvin McGill
  • Remix recorded by Conley Abrams
  • Remix mixed by Conley Abrams
  • In popular culture

    Rich Juzwiak of Gawker in an article expressed his disappointment in a 2014 musical about Shakur's life, the article titled, "We're Kind of Mad at Cha: The 2Pac Musical Holler If Ya Hear Me".

    U.S. Attorney General Eric Holder referenced the song in December 2014, when protestors interrupted him while he was giving a speech in Atlanta, Georgia at Ebenezer Baptist Church. In response, Holder stated to the protestors, "I’m not mad at cha".


    I Ain't Mad at Cha Wikipedia