Blackground Records

Aaliyah flawlessly transitioned from tomboy teenager to confident woman with the release of her third and final studio album, released on July 17, 2001. While her previous LPs (Age Ain’t Nothing But a Number and One in a Million) leaned more toward R&B and soul, on Aaliyah she steered away from predictability and put forth a fresh sound with the help of a new production team.

Along with longtime producer and friend Timbaland, Jeffrey “J. Dub” Walker, Stephen “Bud’da” Anderson and Key Beats (comprised of Eric Seats and Rapture Stewart) were the masterminds behind a record that has remained timeless.

The album was recorded in New York, Los Angeles and Australia, where Aaliyah was filming Queen of the Damned. Along with writers Stephen “Static Major” Garrett and Benjamin “Black” Bush of R&B/hip-hop group Playa, the team shut out the outside world and worked on the LP for about two years.

“She was very sweet, very giving and open to suggestions. There was a lot of stuff that didn’t make the record, but she wasn’t scared to try new things,” Bud’da tells Fuse. Seats also reflected on Aaliyah’s personality in the studio, saying, "She’s low-key and not really animated. She’d just be in a corner pacing, popping that gum. Her and Static would talk about how a track made them feel, and they would go from there."

The LP found Aaliyah stepping far out of her sonic comfort zone. As she says in the second track, “Loose Rap,” “It ain’t just rhythm & blues.” The murky downtempo, produced by Key Beats, experimented with late-night underwater vibes before the sound was made popular by Drake’s right-hand man Noah “40” Shebib. It still remains a favorite for Key Beats and J. Dub. 

The song's title came from a slang term used by the producers and Static. "The saying 'loose rap' was something we always used to say in our regular talk," Stewart says. "We were joking around in the studio that day and that track was on, and Static just said it on the hook. A lot of the songs happened like that."

He also reveals that “Loose Rap” was almost going to be the album’s first single, and that the popularity of “Rock the Boat” called for a change of plans, and for a video. "The only reason they shot 'Rock the Boat' was because the radio was already playing it, so that kind of forced it to be the second single [instead of 'More Than a Woman']," Stewart says. "They went with Timbaland’s song for the first single because that was her sound at the time, but he was actually the last person to work on that album."

It turns out it was Aaliyah’s favorite song to record. “'Rock the Boat' hit her real hard," Stewart recalls. "She was the one advocating to make that a single, because [the label] was trying to make sure whatever Timbaland produced were up to be singles. But she gave them hell and refused to let them do things. Even Timbaland loved it."

“Loose Rap” was quickly programmed by Seats (in five minutes, to be exact), but his fast-work mentality almost got “Rock the Boat” deleted. He tells us, “Static heard it through my headphones. I took a break and went to the rest room, and by the time I got back he had already written a hook." 

Stewart continues, “I wouldn’t say it was an accident, but we weren’t vibing with it as much. It was one of those things like if he had came 10 minutes later, he probably would’ve never heard it."

Aaliyah’s strength is its diversity, as the album counteracted vibrant uptempos like “More Than a Woman” with the heart-wrenching “Never No More." Produced by Bud’da, it found the singer flexing her tender upper register over a beat that mixed old-school soul and hip hop.

"I wanted to create something that had a soulful feel with the classic instruments. After she laid the vocals, I had the idea to add the live strings and other elements around her voice to emphasize the words," Bud'da explains. "With the topic of the song being about abuse, I wanted you to feel that musically and hear the emotions. I wish everybody could’ve seen the emotions as well."

“Never No More” is his favorite track, due to the lyrical theme of domestic violence. "There’s so many people quietly dealing with abuse and it’s just an unheard thing. I thought it was pretty upfront for that song and it was bold on her part to do it knowing that she has a great influence," he says.

Listeners were already familiar with Aaliyah’s delicate vocals, but the red album found her digging deeper into a low register that was grumbling, fierce and downright sexy. It can be heard on songs like the bass-heavy “Extra Smooth” and “Read Between the Lines.”

From the brass instrumentation to the chopped vocals, the Latin-influenced song is one of the highlights of Aaliyah. Bud’da recalls the fun recording experience:

"[There was] not only live horns, but I used a midi grand piano. Since I gave it a Latin feel, I decided to add the horns to go with it as an accent. Another thing I had done that I hadn’t heard before was adding certain stutters and echoes [to her voice]. There weren’t too many people doing it back then. Initially I had a longer version with more cool stuff, but for the sake of radio we decided to chop it down some."

While it wasn't planned to be a concept album, Aaliyah touched on different phases of a long-term relationship. Tracks like “U Got Nerve” are filled with aggression, where a fed-up Aaliyah sings to a no-good lover. “I Refuse,” one of the more experimental moments, builds on that frustration over a haunting cinematic beat. 

J. Dub, who loves film soundtracks, reveals he wanted to make the song big and orchestrated. “I started off with a basic piano and everything else I just built off of that. When she finished the vocals, I went back in and added the orchestra,” he says.

The album continues to flip into different sounds, as breezy track 11 (the Key Beats–produced “It’s Whatever”) crashes into one of the LP’s most daring songs, “I Can Be.” It finds Aaliyah singing about infidelity and being the other woman. The risky move was made more in-your-face with the song’s intense rock and hip-hop influence. 

"It had such a great melody and I wanted to add something dark to go with it," Bud'da remembers. "So you’ve got your sweetness on the top but down below you just have this menacing thing that’s just pounding your speakers."

What most didn’t know was that Aaliyah was a fan of rock music, and Nine Inch Nails was one of her favorite acts. “I Can Be” was inspired by the genre, but it was the album’s closing track, “What If,” that ripped her familiar R&B sound to shreds. J. Dub says he never thought she would pick it, but it became one of the album’s defining moments with its menacing industrial production.

Aaliyah met her untimely death on Aug. 25, 2001 at the age of 22. She was gearing up to write for the first time and there are still five completed songs remaining in her vault. "I was her music director, so we were talking about doing a big tour and the whole nine. It was sad none of that ever happened. Even as big as that album is, to me her live performances were crazy," Stewart says.

Aaliyah went on to be certified double platinum and has influenced artists like The WeekndTinasheRihanna and  FKA Twigs. The producers agree that without the album, most singers won’t be as relevant to this day. 

Stewart points to one of the biggest performers of our time:

"Say how Beyoncé is very innovative in her thinking now, to me that was Aaliyah. It’s absolutely no shade to her because we’ve worked with Destiny’s Child on Romeo Must Die [the soundtrack] and 'Survivor.' But her lane opened up so wide because there was a void left from Aaliyah. When we were in the studio with Beyoncé, she would praise her and the stuff we did with her. I wouldn’t say she looked up to her or anything like that, but she was definitely paying attention to Aaliyah’s growth."

Fifteen years have passed since the Aaliyah album’s release. Despite not being available for streaming or on iTunes due to conflicts with the now-defunct Blackground Records, it still holds up as one of the most innovative projects not just in R&B, but in music as a whole. “She has always been cutting edge, and she would’ve continued to be a trendsetter,” Bud’da says.

Below, watch J. Cole remember Aaliyah's life: