Thirty years ago, LL COOL J was fueled by negative reactions to his third album, Walking with a Panther. The project was deemed “too flashy” and “tone deaf” given the state of Hip-Hop at the time. Poised to come back with a vengeance, he used a radio interview with producer Marley Marl, and an iconic Sly and the Family Stone loop from DJ Bobcat, to begin forming what would become “Mama Said Knock You Out.”

The song remains as culturally relevant today as it was when it was released in 1990 — prominently featured in a Serena Williams Chase commercial, and for Call of Duty: Modern Warfare. Here is the story behind the iconic song.

Part 1: Cutting Weight

LL COOL J's third album, Walking with a Panther, was a commercial hit. Produced by a combination of Dwayne Simon (of the LA Posse), LL COOL J, Rick Rubin, and The Bomb Squad, it had hits like “Going Back to Cali,” “Big Ole Butt,” and “I'm That Type of Guy.” However, some critics and fans felt like LL COOL J was disconnected from the current state of Hip-Hop. While some MC's may have been crippled by negativity, LL COOL J used it as fuel.

LL COOL J (MC): I definitely had a chip on my shoulder and I was disappointed about the critical response. I felt people were mischaracterizing the album cover and the vibe, and didn't understand that we were celebrating success. They looked at the diamonds, jewelry, and cars as a sign of me being disconnected. When in reality, I was just living out my hustler dreams and that's just what I always wanted to do. And that was just how a young Black man displayed his success. I was more connected than ever. I was just running with the hustlers and hanging out and vibing.

Marley Marl (Producer): I was definitely watching him. He had something special really early on. I never thought I would have been able to work with him. I was always a new music supporter. I had a show called “In Control” and I asked Brian — who was his manager at the time — to bring him up to the radio station so we could interview him about the album. I knew the album wasn't really what the streets wanted. But I'm a producer and a remixer. So I always feel like this…it’s never over because you can always remix and fix songs on an album. When he came to see me at the radio station, I was like, “Yo bro, there’s a song that I like on your album that I know I can fix." And he's, "What song is that?" I was like, "Yo, the one that says, "Running over n****s like a redneck trucker.” He said, "Oh, that's 'Jingling Baby.'”

LL COOL J: I sent it to him, and I had already been playing with it. I had put a baseline on it, but never really did anything with it. When he heard the baseline, he took it, clipped it, added the "Walking into Sunshine" part, and the rest was history.

Marley Marl: I flipped it up real quick.

LL COOL J: I redid the vocals — did like a more laid back vibe —and this shit just came out crazy.

Marley Marl: We started working together after that. At that point, I already lived Upstate and had built a studio. I went to Rick James' house. He had an SSL mix board there. So I was like, "Yo, let me just get one installed in the crib, too."

Part 2: The Punch

The beat for what would become “Mama Said Knock You Out” existed in various forms in Los Angeles before ultimately making its way to LL COOL J on Farmers Blvd. in Queens. The architect, DJ Bobcat, of the LA Posse, had earned a reputation for building songs that highlighted an MC’s best attributes.

DJ Bobcat (DJ/Producer): I originally recorded the “Mama Said Knock You Out” beat in 1989 with my group Microphone Mafia (Threat, K-Born, and Nefertiti). It was the West Coast’s version of the Juice Crew’s “The Symphony.” Threat was the West Coast Rakim. K-Born was like G-Rap. and Nefertiti was like MC Lyte. Before that, I recorded it with another group I had called Menace to Society. Every producer always had that track that all the MC's want to get on. So the "Microphone Mafia Anthem" was it.

But it never came out. DJ Pooh and l had a production company called South Central Productions. We were trying to create a situation to get a subsidiary label with Def Jam. We met Lisa Cortes (part of the team at Rush Management and Def Jam) and she flew out and we had a big listening party. She passed on everything. But here's the good news; everybody in our clique ended up getting individual deals.

Threat (MC): The Microphone Mafia was real intense.

DJ Bobcat: They were bar spitters.

Threat: She respected it, but she just wasn't accustomed to it. We were like a combination of Public Enemy, UTFO, and the Juice Crew. We were all trying to figure out a way we could come together and do one universal type of crew. That was one of the hottest tracks we had ever heard.

DJ Bobcat: All of the people that worked with Microphone Mafia had a certain vibe. I would dig for records that fit their style. For example, some guys worked really well over Blue Note records. Others were really good over The Meters. We recorded everything at my house, I had a studio in the garage.

Threat: The vibe was incredible right there in North Hollywood.

DJ Bobcat: There used to be so many people coming in to the studio. When I produce I take what you're telling me and I enhance it. If I was a chef and you came to my restaurant and said, "Hey, I want some spaghetti." I'm going to say, "Well what kind you want? What are you used to, do you like mushrooms in it, do you like olives in it? Talk to me." I want to hear from you first, what you like, and then I start seasoning. That's the way I work with my artists. That's why they came to me.

Threat: Exactly.

DJ Bobcat: LL COOL J’s whole album, Bigger and Deffer, was made with my turntable. There was no samplers yet. There was no SP12, no MPC, no nothing. when it comes to “Mama Said Knock You Out,” I made it with the SP12.

Threat: The rest is history.

Part 3: Taking ‘em To Deep Waters

LL COOL J called DJ Bobcat in search of the same success the duo had on songs like "I Need Love", "I'm Bad", and"Jack The Ripper.” He played him countless songs over the phone until LL COOL J said he had to have the “Microphone Mafia Anthem."

DJ Bobcat: About a week later I grabbed my SP, my records, turntables and flew to New York and stayed at LL’s condo. He called up some of the homies from Farmers Blvd., we got some 40 ounces, and we started vibing and kicking it.

LL COOL J: That beat was nuts. I just thought it was crazy. Bob was always super creative, super talented, and was always about it. When I heard it I was like, "Yo, let's get it!” We were running around in the condo.

DJ Bobcat: What I do for LL COOL J and other people is bring them the single. Def Jam had already given the album to Marley. Marley was already doing his thing. But LL COOL J felt like we needed one more song and he knew what I could do.

Marley Marl: I was accepting all dopeness. I was just the “Flip King.” Anybody could've had any samples, but it wouldn't come out the way I did it. They initially brought a disc and it had that on there. I started pulling out beats and then in my mind I'm thinking, “Okay, that sounds hot, but it needs a foundation.” A loop is just a loop. You got to put the right kicks on it. I started going into the bags. I started pulling out beats to go with and add on to it. The beat that they had with it — it was okay — but it was definitely not the beat that we came out with.

LL COOL J: My Grandmother was the oracle of the neighborhood. I turned to her for advice after the response to Walking with a Panther. I got booed at a Yusef Hawkins event. I was there to be supportive and they booed me because somehow I wasn't connected to the community. I was already energized when we went to record, but her advice was in the back of my mind.

DJ Bobcat: We started having this conversation about how we grew up with bullies. I was telling him the story about how when I was little we had a king of school and this dude tried to bully me. I went home and my mother told me, "If you don't go back down there and knock him out, I’m not gonna knock you out." LL was telling me that similar things happened to him, and how his Grandmother had recently given him similar advice.

Marley Marl: We got in the studio in the evening. I might've been a little pissed off. We weren’t using our normal process. The process was we go hit a club like The Tunnel or Limelight, come home, and then run up in that lab and tap out something hot.

LL COOL J: You feed off that energy and you bring that same energy with you. You capture the average vibe of the club. What I mean is the “median” vibe. In other words, records are high, records are low, records are loud, records are quiet. And you get an overall sonic average. Then you walk out of there with something in your brain and you just lock in.

Marley Marl: That day I was tired as hell. I was like, "Yo Clash (engineer) record it." I think LL was a little pissed that I wasn't recording him.

DJ Bobcat: We tracked the song using the Sly and the Family Stone loop and James Brown’s “Funky Drummer." Marley was like, "We need something to reinforce the beat" —which I always do — but I'm not going to not take advice from Marley Marl. I respect Marley. He is one of the guys that I was listening to before I started really getting it cracking. He gave me an 808 on a disc to reinforce it. I had a “The Humpty Dance' in my bag and I put it on there. There’s not a lot to that track.

Marley was tired. He said he was up late, so he went upstairs and he went to sleep. When Marley went to sleep we started recording. At first, LL was rapping different from the ways we were spitting the stuff at the condo." I said, "Todd you were coming more aggressive, and it was different." He was getting upset, so we went and grabbed some 40 ounces and came back.

LL COOL J: “Mama Said Knock You Out” was pretty much stream-of-consciousness from beginning to end. I was sitting around in a room full of dudes. We’re talking. The SP12 is playing. I’m coming up with vocals. I'm writing it down. I'm drinking beer and Old English is filling my mind and shit.

DJ Bobcat: That's why when he says, “Old English fills my mind,” because we were drinking it. We got back on the vibe that we had at the condo. But it wasn’t quite perfect. I was listening for the subtleties. LL was getting really upset like he normally does with me. He was cussing and Clash had already started recording and he caught right when he said, "Come on man.” I was like, "Okay this is dope, we keeping that.”

Mama Said Knock You Out album cover (Def Jam)/LL COOL J Photo shoot 1990 (Janette Beckman)

Part 4: The Highlight Reel

When it was time to craft the visuals for “Mama Said Knock You Out,” LL COOL J and his team turned to frequent collaborator, Paris Barclay, who directed “Big Ole Butt”“Jingling Baby,” and “One Shot at Love.”

Paris Barclay (Director): My career is the perfect combination of things. I started as a musician and a composer playing a lot of instruments. That was first expressed in high school musical theater and in college. Then I went to New York, got a job in advertising, and those things kind of fused. When I left advertising and started Black & White Television — which was a music video company that did “Mama Said Knock You Out and many other videos — it seemed like it all fused together: the music, the storytelling, and the advertising. The music video became the sort of apotheosis of all of that.

All the rap artists who are doing videos couldn't find Black directors. There were very few working like Lionel Martin and Rolando Hudson. Most rap videos and R&B videos at the time were done by white directors like Scott Kalvert who did “Going Back to Cali.” We created Black and White Television to sort of shift the balance. And we thought it would work, but it didn't really work until LL Cool J came.

I was super lucky because Def Jam had reached out to Anne Bernstein to direct the video for “Big Ole Butt” because she was very hot at the time. She didn’t want to do it because she had done all the visual fun jokes she could do, so she recommended me. It was maybe my 10th music video ever.

The process was you got the song from Russell Simmons. And they said, “This a new track, keep it under wraps.” I played it a long time and you've got to come up with a written concept that explains what the video is going to look like, but then it has to be approved by the artists and the managers and the label, which is always very tricky. With “Mama Said Knock You Out,” I wanted to actually have him box and see this match with people in the ring and do that whole Don King thing. I wasn't exactly thinking about it in black-and-white. I was thinking of it more as a boxing match.

LL COOL J: The video was about the microphone, about performance, and about getting busy. So we had boxers getting hit, and me knocking it out on the mic. And that felt right to me. And then a lot of angles. I asked Paris to take it to another level when we were inspired by that Raging Bull motif.

Paris Barclay: We said, “What if we did do it in black-and-white? It would be more in concert with the album.” And then we can have some inter cuts of him working out and bare chested that echo the album.

We did “Mama Said Knock You Out” and “Around the Way Girl” on the same weekend. “Around the Way Girl” was shot in the streets. It was largely shot on video with really cheap visual effects — which I now love. But when it was all done, I thought this is terrible and MTV wouldn't play it.

Part of the inspiration for “Mama Said Knock You Out” was the album cover photograph (shot by photographer Michel Comte). With the way it was lit, the way his eyes were not shown.

LL COOL J: I took the picture and I said, "This is the album cover." And I actually took it up to Def Jam and said, "Yo, this is the photo I want for the album cover."

Paris Barclay: Todd was very late to the shoot day. It turned out to be a happy accident because we were able to work on lighting it so you couldn’t see his eyes.

He only did the song like five or six times. And that's all the film we had, which was the third happy accident, because it has longer cuts of him performing than any video I've ever done. I mean, five, six, ten seconds, 20 seconds without a cut, even though it's “cutty” in different parts.

I always tell people in my directing class, you have to roll with the things that seem to be big problems or big ruts in your process. In the case of “Mama Said Knock You Out,” that video never would have been great if there was more realism. It was just that it's all in his head. It's just the mic and the ring that makes it dynamic. It was Todd’s idea to have his Grandma tell him to take out the garbage. "I want her in the video, I think that would be fun to just remind people that all of this fantastic shit happens in your mind, in your basement when you're working out.”

Marley Marl: The video was incredible. The way the video was set up; It’s like he's the champion coming back for his fucking belt.

Part 5: Hands raised

At the 34th Annual GRAMMY Awards, LL COOL J won Best Rap Solo Performance for “Mama Said Knock You Out — beating out the likes of M.C. Hammer, Ice-T and Queen Latifah. It was his first Grammy win.

LL COOL J: The first thing is my band threatened to walk if they didn't get more money. My father fired them that night on the spot. It's like the biggest moment of my life and my father fired them. That's how hard-nosed he was.

Right before I was about to go out, I was walking backstage and one of the backstage guys — like a stage manager — said, "Well, have some fun, you get your 15 minutes of fame. “I remember saying to him, "The fuck you mean 15 minutes of fame? I'm going to keep doing this.” I never liked that moment. I always put a little chip on my shoulder.

My performance on the Grammy's is horrible because the band didn't know the song at all. They literally just winged it after listening to it three times.

Marley Marl: I didn't even go to Grammy's that day. I didn't think we were going to win. I was watching TV and they said who had won during the non-televised part. Then his name came up all of a sudden I was like, “Oh shit!” Then my phone started ringing.

That song stands the test of time because exactly what he's talking about; Comeback. Everybody loves a great comeback story.