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'All Eyez on Me' Director Explains Bringing Tupac to Life in 2017

We interviewed Benny Boom about the challenges and goals of the new Tupac biopic.
Photo courtesy of PR

Last September marked 20 years since Tupac Shakur was killed in a still-unsolved murder on the Las Vegas strip. Seasons change, years pass, we litigate and re-litigate bizarre and exhausting style wars over the present and future of hip-hop. And yet, while eight months can sometimes seem like an eternity in pop music, Tupac's essence and point of view, if not his aesthetics, are as vital and en vogue as ever. When All Eyez On Me, the long-awaited, long-delayed Shakur biopic finally drops this Friday, it will feel in a way like it's right on time. But after years of development hangups and personnel overhauls, how could a movie—especially one that's bounced around the way this has—have a sufficiently singular point of view?


The only way to ensure that is to start at the top. The director of the film, Benny Boom, has always had a clarity of vision. To prove this, you could reference a few of the music videos he did throughout the 2000s and 2010s. But where would you start? "Damn"? "Dilemma"? "Hustler Muzik"? "Like Glue"? "Chain Hang Low"? What about "Window Shopper" or "Made You Look"? "What Happened To That Boy?" The breadth of Benny's catalog is dizzying. What's more impressive than the sheer volume, or even his versatility as a stylist, is how the Philadelphia native has been able to capture the essence of any number of locales that might have been familiar or foreign to him before he stepped off the plane. That sort of experience (and bone-deep understanding of hip-hop) equipped him to be the director who finally brought All Eyez On Me to the world at large.

The movie, which was written by Steven Bagatourian, Jeremy Haft, and Eddie Gonzalez and stars Demetrius Shipp Jr., dramatizes Tupac's life and career as each led to that fateful night in Las Vegas. We sat down with Benny at the Four Seasons in Beverly Hills just weeks before the film hit screens to talk about his youth as a rap fan in Philadelphia, his earliest memories of Tupac, and more.

Noisey: What's your first memory of Tupac?
Benny Boom: My first memory of Tupac was "Same Song." I want to say I saw the video before I heard the song [on the radio]. When the video came out, there was this station—I think it was all over the country, but I grew up in Philly and I know it was there—where you could call and order up a video. It was called The Box. You'd have to wait by the TV. There were a few videos that would play in rotation: the N.W.A. videos, "Express Yourself," and all that, they'd play in rotation, in rotation, in rotation when The Box first came on. And then we had a lot of local Philly artists: Steady B, Cool C, Three Times Dope. Those artists would play a lot. And Digital Underground would play a lot.


In Philly? How come?
I don't know. Philadelphia's a very musical city, it has jazz and R&B, and [Digital Underground] are like Sly & the Family Stone for hip-hop. So those videos played a lot. "Doowutchyalike" and all that stuff. We really were familiar with them. So when "Same Song" came out, I just remember seeing Pac in the African garb; [ raps] "clown around when I hang around with the Underground." I'm like, "Who's this guy?" This was in the era of X Clan and Public Enemy and all this stuff, so it was like: this guy's different. This guy's special. It was everything about him—the way they introduced him, it was royal, it was regal. The verse was dope. The voice. It was special. From that moment, I wanted to watch the video just for his part.

Still, it must have been hard to track down 2Pacalypse Now in Philly in '91.
Interestingly enough, Philadelphia hip-hop was in a place where we always were at odds with New York. There was a record called "It Ain't New York Cause Philly Is Stepping In." [ Ed.- This is " It Ain't New York ," by MC Breeze & Handmaster Flash, in which Breeze raps: "Put on your sneakers and your underwear."]

We were always at odds with New York. To the point where Pop Art Records, which was a West Philadelphia label, they were the first label that pressed up MC Shan's "The Bridge" record and Roxanne Shante record. So these Queens artists were actually pressed up on a Philadelphia record label. And then they would be sent back. There's a crazy story about Dana Goodman and Lawrence Goodman from Pop Art Records, and how they saw that they were getting robbed from some of the sales. So they went up to New York to confront MC Shan and Marley Marl at the record station, and it was a showdown on 2nd Avenue where a bunch of guys from Philly came out with guns, and then a bunch of guys from Queens had rode over on motorcycles with their guns, and there was a standoff in the middle of the street between the two crews. Interestingly enough, the Queens crew was Fat Cat from Supreme Team. So that's how deep the roots of the animosity between Philly and New York hip-hop went.


And then of course it got deeper when Will Smith and Jazzy Jeff won the first Grammy for hip-hop; it caused an even bigger rift. I say all that to say that we love New York rap, but we were also very, very open to rap from other places.

What do you do as a director to not only capture Tupac, but capture what it was like to be a huge celebrity before social media and cable news?
For me, hip-hop started at the beginning. I went to the original Fresh Fest tour in '85. I stood on the floor, I watched a young LL Cool J control the whole crowd with just two records: "Radio" and "I Need a Beat." So I remember those moments. I remember seeing music videos and thinking to myself, "Wow, these guys are incredible." I remember Run-D.M.C., you know, getting off the helicopter with the big gold chains. These are iconic images that set the standard and set the fashion, style, the swag for what the future of hip-hop would be. So it was very easy for me to understand Pac in terms of the pantheon of that and how to recreate that. I can recreate it because I lived it every single day. I was a rapper at one time, so I understood how to dress and how to move and how people perceive you as a rap artist.

Pac was so inimitable. How did you start to put together a role that would represent what he means to people?
Well the thing was for me, it started with the script, I had to be honest to the script, and not to every single thing in Tupac's life. As a storyteller, you can't tell every piece of the story. You have to have tunnel vision. Do you know how many people, when I got the job, called me to say "Hey, are you gonna do the part about—" "No, we're not doing that." "Well what about—" "No, we're not doing that." [Laughs.] It wasn't important to the journey in the movie that we were making. Our journey, and our story, is about Pac's life from before he was born until his passing, and what are those things that put him in that car that night with Suge Knight in Las Vegas. And throughout it, we're telling a cautionary tale: of promise, and how you can have so much talent but if you make the wrong decisions, tragedy can strike. We've seen it a thousand times. How do we educate the youth through this movie? That's one of the challenges.


What he means to people is generational. I'll be 46 in July; Pac would have been 46 in June. He means something very different to me than he means to someone who's, let's say, 20 years old. To them, he's mythological. They weren't here at the time, they don't remember the stories. They only know it from news clippings or from what people told them. They didn't experience it.

And when they see him he's still 25.
And when they see him he's still 25. Exactly. It's an amazing thing. The other tragedies that have happened with our leaders—whether it's Bob Marley, who's a musical legend but also a leader for Jamaica and was very socially conscious—he died early, 36 years old. He never got a chance to fulfill his dream, which is why you can play a Bob Marley record in any setting, anywhere, and people will connect to it. Pac is the same way. You can play a Tupac record in any setting and I guarantee you, even if they don't know [him], they'll say "Wait a minute, isn't that that Tupac guy?"

What aspects of Tupac's life did you feel were underrepresented, and needed to be brought to life in this movie?
His personal relationships. The one he had with his mother, the lifelong friendship he had with Jada Pinkett, the relationship he had with Kidada Jones, who was his fiance before he passed, Quincy Jones's daughter. And also, the relationship with Biggie. I mean, that was a real friendship where a set of circumstances beyond both of their control happened, and pitted them against each other in a way that should not have happened.


These guys were young. It's interesting because they look like grown men, but at 25 years old, Pac's still a kid. There may have been another way to resolve the issues that they had. "Hit Em Up" may not have been made if he had a conversation with Big. There were so many people involved. And the other thing was the commerce: the shit was selling records. And ["Hit Em Up"] is a great record. But had All Eyez on Me not gone double-platinum, it's very interesting what would have happened. Because he has other songs on there—"California Love" was him basically saying, "Forget the East coast, it's all about LA at this point."

And then he does a video with Hype Williams, who's an East coast guy. I was working for Hype at the time. I didn't go on that trip, and I remember just champing at the bit. He wouldn't let nobody see no edits, nothing. The first time I saw it was on MTV. I remember exactly where I was. I was in Brooklyn, sitting watching TV, and they said "This is the premiere of the 'California Love' video." Everybody's watching, and then you see Chris Tucker. It was amazing.

On a more micro level, what did you do when you were filming to make it feel like an authentic look at Tupac?
That's a good question. It depends on what the scene was. The one thing I'll say is that the shooting style dictated some of that. We shot in Atlanta mostly, and in Vegas for a couple of days. But it's not like we shot in New York or in Baltimore or in Oakland. We had to shoot these different locations from the same city. So what that does to you is it creates a visual discipline that you kind of are locked into. You don't have the ability to do these wide, expansive shots.

I looked at a couple of filmmakers I really like, David O. Russell being one of them, Martin Scorsese being another. And what both of those guys do that I really like is they do a lot of one-take, long-take scenes where they let the actors act and they let the cameras move. It's a very intimate style of storytelling. American Hustle was the movie I looked at the most: a lot of tight spaces, and when the story's happening, the camera's moving with [the characters] and there's a lot of tension. The way the camera is telling the story along with the actors without a bunch of chopping and editing happening. Once you're in that environment, you don't care if someone's standing ten feet away from a couch, especially if you've got great actors who are giving it and delivering, and you believe them.

99.9 percent of the people who will see this movie never met Tupac. So because we had Demetrius, who looks so much like Pac, acted so much like Pac, sounded so much like Pac, moved so much like Pac, I wanted to give people the experience of being with Tupac, as close as I possibly could. You can't get that experience through a bunch of wide shots. You've gotta live with this guy.

Is there a Pac song you wish you could shoot?
"So Many Tears." That's a song I love so much, and that's a song where Pac prophesizes a lot about his life.

Paul Thompson is a writer based in Los Angeles. Follow him on Twitter.