Back in 1992, Adam "MCA" Yauch relayed that story in a SPIN interview with the Beastie Boys. They were in the midst of recording their third album, and still stinging from the icy fan reception to their now-deified sophomore effort, Paul's Boutique. According to the story, Beastie Mike D had taken exception to some quotes from R.E.M. frontman Michael Stipe in an interview with Q magazine. And 3rd Bass, a trio from Queens who'd suddenly usurped the Beastie Boys as America's favorite white rap group, had gone to great lengths to diss the Beasties on their 1989 debut, The Cactus Album. "Serch sounds like he’s got a weird thing with being white ‘n’ stuff," a sniping Mike D offered in the interview. "I understand," Ad-Rock chimed in. "But work that shit out before you start going ’round. I saw Pete Nice in the barber shop—didn’t say shit to me!"

In the span of just under six years, they'd gone from chart-topping frat rap hooligans from Brooklyn to L.A.-based art-rap outcasts. Their 1986 debut album, Licensed to Ill, is the best-selling rap album of the 1980s, a Rick Rubin-produced Def Jam blockbuster that introduced Adam "MCA" Yauch, Michael "Mike D" Diamond and Adam "Ad-Rock" Horovitz as a crew of obnoxious cartoon characters. The Beasties famously fell out with the iconic label, Rubin and boss Russell Simmons after the Licensed To Ill Tour, when the Beasties grew tired of their over-the-top image and pushed back against recording another album. They split from Def Jam and fled to Los Angeles, where they landed on Capitol Records and met the Dust Brothers, who produced their groundbreaking second album, Paul's Boutique. That sample-heavy masterwork was hailed by critics, but flopped commercially.

Mario Caldato, Jr. was a native Angeleno who, like the Beastie Boys, had been exposed to a wide variety of sounds throughout his youth. "My neighborhood where I lived was a pretty mixed neighborhood but it changed quite a bit after the LA riots [in 1968]," Caldato explained to Red Bull Music Academy in 2008. "Most of the white people, and there was lots of Asian people, actually, they had moved away after the riots, so we had more black people moving in and Latinos and stuff. That changed the neighborhood."

Caldato had been in the Beasties orbit for a while. He was an engineer during the Paul's Boutique sessions and had worked with Delicious Vinyl and the Dust Brothers. "They had another deal to do another record [after Paul's Boutique]," Caldato explained to Red Bull. "That was guaranteed, so after that moment we all took a little time off and then we kinda decided, 'Let’s do something completely different on the next record. No samples.' That was the intent at first, let’s do something completely different."

The Beasties had initially met as teenaged aspiring punk rockers almost a decade earlier, when Diamond and Yauch formed a punk band with John Berry and Kate Schellenbach and called it "Beastie Boys." Horovitz was in a band called Young & The Useless, and he soon joined Beastie Boys, replacing Berry. But after the group began focusing on Hip-Hop, Schellenbach was fired and Beastie Boys became a rap trio and their days as a "band" were downplayed.

The commercial failure of Paul's Boutique had been a blow to the group's collective confidence, but didn't snuff out their creativity. Quite the contrary: Ad-Rock, Mike D and MCA decided to re-embrace their roots and start playing again. But this time, they would take it seriously. With Caldato, Jr. producing, they ultimately wouldn't stick to their "no samples" decree, but this would definitely be a different kind of album from anything they'd done before.

Along with often serving as the Beastie's guiding star as far as album ideas, MCA became the group's official bassist. Horovitz grabbed the guitar, and Mike D handled drums. They spent several months recording and jamming at their G-Son studio in Atwater Village, CA. The relative failure of Paul's Boutique had yielded an unexpected blessing; there was no mammoth tour to undertake like there had been for Licensed to Ill in the mid-80s. So the Beasties had the luxury of time. And, per usual, they indulged all of their quirks and embraced every stray influence.

“A lot of the theory this time was ‘Okay, let’s make a record that’s like all the dope break parts of the records we listen to,'” Mike D told Rolling Stone in 1992. “We wanted to play because we were inspired by the music we were listening to all the time.”

The group also launched its own label in 1992. Grand Royal was the Beastie Boys looking to provide a platform for artists as freewheeling as themselves. They'd spent the Licensed to Ill years being derided as puppets, controlled on a string held by two Geppettos: Rubin on the creative side and Simmons contractually. Grand Royal was an opportunity to be the anti-record label record label. The name would also eventually be applied to the Beastie's cult-favorite magazine.

Back in high school, Mario Caldato, Jr. had met a guy named Money Mark, who was a keyboardist and aspiring singer, and they began collaborating. Caldato, Jr. was also playing keyboards initially, until Mark's proficiency led him to focus more on recording and studio effects. "I was more into the sound effects and things and less into the playing," Caldato, Jr. shared to Red Bull. "And so I ventured off into making sound effects and things."

Caldato, Jr. turned out to be the best collaborator for the Beasties. And it was also significant that Adam Yauch was going through an awakening. MCA had taken a trip to India, and was learning from a holistic healer named Quentin Rodemeyer. Yauch quit drugs and alcohol on his path to spiritual growth. And he highlighted his newfound introspection on the Beastie's new music. The group's first single, "Pass The Mic," is a sample-heavy monster that is about the closest the group comes to revisiting Paul's Boutique. And on the song, MCA raps about expression:

Also, Beastie Boys meeting with keyboardist Money Mark would be a pivotal step in developing their signature 1990s sound. Born Mark Ramos Nishita, the Detroit native moved to Gardena as a youth, made a name for himself as a session musician; and early in his career, he'd even been a carpenter on the set of Pee-Wee's Playhouse.

His affinity for keyboards was rooted in his upbringing. Mark would explain in 2019: "My mother’s family are musicians and my father was an electronic engineer. He worked for Howard Hughes, the Hughes Aircraft Company. And I became an electronic musician."

“Mark was the best musician of the four of us," Mike D wrote in 2018's Beastie Boys Book. "We’d never played with a piano player before, and something about that instrument made things sound a little more like real music. And when he broke out his clavinet, he was on some Stevie Wonder shit. Also, Mark is the only one of us who could actually sing a song without sounding like a toddler.”

"Then Licensed to Ill got huge," Mike D explained in 2018. "We were on MTV and became the bad guys or whatever because these white dudes all of a sudden had this really successful rap record – and I get that. Then we go to L.A., do Paul’s Boutique and no one really wanted to hear from us. But I feel like somewhere around us making Check Your Head, people like Q-Tip started coming by the studio: Afrika, Jungle Brothers, Biz Markie. We kinda had a new community."

And the Beasties were being recognized for their fearlessness. Kevin Powell wrote at the time: "Returning to their instrumental roots — they started out as a thrash band — the Beasties play a good chunk of the music on the album, blending Parliament-Funkadelic-inspired bass with hard-core hip-hop, frantic DJ scratches and quirky samples of Bob Dylan and Jimmie “J.J.” Walker, headbanging punk, gospel sounds and any and every other element in their musical arsenal."

The album wasn't a consensus favorite. It seemed born of no parent in the Beastie's discography: it wasn't a mainstream crowd-pleasure like Licensed to Ill or an eclectic, Paul's Boutique-esque melange. Entertainment Weekly issued a vicious smackdown:

"With its fuzzy sound and gurgling vocals, most of Check Your Head by the Beastie Boys — those bratty white rappers who helped take hip-hop to the suburbs way back in the mid-’80s — sounds as if it were recorded underwater. Actually, that’s the least of the record’s problems. A muddled, clanking mess, the 20-track album offers the usual barrage of dumb Beastie boasts ('I got more spice than the Frugal Gourmet!'), all set to sophomoric attempts at rap, lounge-lizard organ riffing, and skinhead punk."

A platinum seller, Check Your Head somewhat restored the Beastie Boys' commercial standings, even if it didn't return them to the blockbuster sales of Licensed To Ill. But more than any fiscal impact on Capitol's bottom line, ...Head made it clear that the boys from Brooklyn weren't going to be boxed in. They jammed in L.A. for almost three years, as the focus of their 1992 album began to come together. When Ad-Rock, MCA and Mike D plugged in, they proceeded to deconstruct the "Beastie Boys sound" for a third time. And in doing so, they opened the door for an alternative wave that would soon include everyone from Beck to Lucious Jackson to Gorillaz.