The Stories Behind Tupac’s Most Iconic Music Videos

This article has been handpicked from the Okayplayer editorial archives and included in our Hip Hop 50 collection as a noteworthy inclusion to the genre's rich and diverse narrative. The article has been edited for context to ensure its accuracy and relevance.

Before there was Hype Williams, Little X, and Benny Boom, there was Lionel C. Martin.

Spanning four decades, Martin’s videography showcases the great talents of the past three decades in popular music. He is responsible for giving Black music videos range and authenticity at a time when hip-hop and R&B desperately needed a pioneer to deliver quality products for the world to see. During this time, he shot videos for TLC, Stevie Wonder, Public Enemy, Bell Biv Devoe, Big Daddy Kane, JAY-Z, Keith Sweat, Toni Braxton, Notorious B.I.G., and many more.

Martin, a native of Queens, New York, became a trailblazing force when he helped launch the Video Music Box channel with his childhood friend, Ralph McDaniels, in 1983. Through his connection with the Cold Chillin’ Crew, he directed his first music video for Roxanne Shante. As his clientele grew, his services rose in demand from several recording labels and music artists. In 1995, he was contacted by Interscope Records on behalf of Tupac Shakur to direct the video for “Dear Mama.” He formed a unique but brief relationship with the iconic rapper and his mother, Afeni Shakur, which resulted in directing four of his most memorable music videos: “Dear Mama,” “So Many Tears,” “Toss It Up,” and “I Wonder If Heaven Got a Ghetto.”

We spoke with Martin about his pioneering contributions to Black music videos and his work with Tupac.

Lionel Martin. Photo courtesy of Lionel Martin.

The interview below has been edited and condensed for length and clarity.

What is story behind you beginning to make videos for music artists in the 1980s?

Lionel C. Martin: There wasn’t anyone who looked like me directing music videos. The only music videos I would see would be on MTV and New York Hot Tracks. Ralph [McDaniels] and I had done Video Music Box, and we were playing the music videos that would come into us at that time. It was the first time I saw any hip-hop videos because I never saw them at all anywhere. I didn’t even know they existed. As we were watching them and looking at them, the first thing I noticed was they looked really cheap, not very creative or imaginative. I used to always look at Ralph and say, “We could do better than this.” I did have a background in taking some film classes in high school as well as college. I had the bug to try it on my own, but I abandoned it and gave it up. I was working for a program called 3-2-1 Contact which was a show for kids for the Children’s Television Workshop known as the Sesame Street Company. I was a production assistant and shot documentary stuff. Everything was shot on film, and after we shot the film, we would bring it to a facility called the Film to Tape Transfer, where they would color-correct and transfer the film to a videotape. That’s where we’d edit it. In the process of doing that, I met this white girl named Laura Corwin at the Film Tech Transfer in New York City.

She was talking to me about hip-hop, and I found that to be crazy, because there was a white girl telling me about Crash Crew and some underground hip-hop people that not so many people knew about. She told me she actually edited the videos. She said, “I can get you doing that because the guy that I’m working for now sucks. He’s terrible. I could get you a gig and you could direct it and then I could cut it.”

The first video she got me was for Tyrone Williams and it was called “Roxanne’s Revenge.” When I went to the shoot, the director that she had me to replace was shooting the video. She was really smart. She convinced him, “Why don’t we let Lionel direct it.” But it was already set up.

We were going to be in Marley Marl’s house in the basement. We were going to have a limo and a shot of him getting out of the limo. It was all set up already. I felt like I was not doing anything, but at least I could try to make this look as cool as possible. The rest is history. I developed a relationship with Tyrone [Williams] and the Cold Chillin’ Crew. After I worked with Roxanne Shante, I worked with MC Shan, and the list of artists I worked with grew from there.

2Pac - Dear Mamawww.youtube.com

How did you begin working with Tupac Shakur?

I was doing a lot of videos, and I was making a name for myself. I guess Tupac had seen some of the videos I did. When Tupac was in jail, Interscope Records called me. I used to get calls from record labels all the time. I had never met Tupac at this point. They said, “Tupac wants you to do a video for his song, ‘Dear Mama,’ and he wants to talk to you on the phone.” I got on the phone with him and it was surreal. He sounded very cool and extremely intelligent. He was like, “Hey, so these are some of the ideas I want and it’s really important that it really shows my mom. I want my mom to be in the video and it has to be really strong to women.” Those were words he used. I replied, “No problem. Anything else?” He said, “No, man, I trust you, man…The label will have you get in touch with my mom and you can talk to her and everything like that.” That was the start of working with Afeni Shakur. She was really a beautiful woman with a beautiful spirit. She sent me all of these pictures of her son, and we made copies of them. It was really cool because some stuff I’d never seen before. We incorporated those pictures into the video, and I told her the concept of what I was going to do. To this day, it’s still one of my favorite videos. After we shot the video, I remember sending his mom some roses. His mom came with her sister. Her sister was there on the set too. I think her sister is in one of the shots of the video.

Can you describe what it was like meeting Afeni Shakur for the first time?

She seemed to trust my vibe. She told me to be very careful with the pictures. I remember that. She did not give me input, but just seemed to trust me. I kind of told her what I saw her doing in the video, and I told her some of the scenes in the video.

Did you walk her through your vision for the video?

Absolutely. One example was when we did the shot of her and her sister watching the videos. It was a master shot of them watching the videos. They were in a living room setting, and they were watching the blank screen. I was playing the music because I didn’t put any shots in there yet. She was there to see the woman who I hired to play her as her younger self. She had no complaints about anybody. To be honest with you, it was the first time that I felt like the casting seemed to be right on. Like the little boy and the little girl that played his sister as well as Tupac. I’m not going to say the kid looked like Pac, but I think they were good as far as young actors because I remember the scene of the mom forcing the cough medicine when he was sick.

It just looked real to me. The peanut butter sandwiches and the sister. It just looked real. I had done a couple of videos in that vein. There was a video that I did for Vince Herbert. It was one of his first acts because he was actually in the group and it was about growing up with his grandma and being raised by her and they were sitting at the table. The group was N II U and the song was “I Miss You.” It was just a really nice, warm video. I had the inspiration to do something like this because I really wanted it to be touching, especially those things with a young Pac, you know what I mean? I was also in a little bit of awe. I was doing a video for Tupac, and I’d never met the guy. He was incarcerated, and I had to figure out a way to do this and make it look cool and not make it look fake. We had a Tupac look-alike in the video.

2Pac - So Many Tears (Official Music Video)www.youtube.com

I do remember his mom looking at him. It was kind of surreal. She didn’t really say anything. I don’t even know if she even talked to the guy. We also used footage which Jive [Records] provided me with, because it was hard to do the video totally with the actors and the whole concept without likely seeing Tupac. We used some footage from “Brenda’s Got a Baby,” which was shot by the Hughes brothers. That was pretty impressive. I used some of those shots. I tried to be careful and subtle so it could be seen in the TV set and that you could just feel it. I wanted to be true to the lyrics. After I did “Dear Mama,” they were so happy. Pac was happy. They asked me to do the next video which was “So Many Tears.” I definitely used a stand-in for that one. Then after that, I did “Toss It Up.” That’s when I got to meet him and he told me that he loved the video. It’s really funny because that was the first time I saw him because I’d done a couple of videos without him in them.

2Pac - Toss It Up [High Quality]www.youtube.com

The first time you met Tupac was at the video shoot for “Toss It Up.”

Yes. We shot the “Toss It Up” video. Danny Boy was in it. Jodeci was there, but Aaron Hall did not show up. We got a stand-in for Aaron Hall. Danny Boy and the other artists were the first artists to be there because they all had a part on the song. I was shooting them first and the last person to show up was Pac. He walked into the room. I had everything prepped because they said we only had him for a short period of time and it was amazing.

I think the first shot I did with him was the one where he had on those goggles and he had a bat and he smashed a mirror, but it was like a diss to Dr. Dre. It was a cool-looking shot. Then, he had a cigar and lit a match from a Death Row matchbook. He dropped the match and then it trails to all of these hot cars like a chop-shop and that’s where I had Lisa Raye. It was one of Lisa Raye’s first videos. When I hired Lisa, I talked to her because she was such a sweet person. I mean gorgeous, beautiful, but a real one with the way she talked. I said, “Listen, we’re doing this for Suge Knight, and I just want you to be aware before you get there. I was letting you know because I have never been to a Suge Knight set.” I had no idea what to expect. She was like, “Don’t worry about me, honey. I’m from Chicago. I’m not worried.” I was like, “OK. Cool.”

We shot the scenes and he was really cool. We were talking, and I remember asking him, “Yo, man. When are you going to start doing more movies because you’re a star.” He told me, “Yes, man. I’m going to get more into that, man. I’m getting out of this music stuff.” I was like, “OK.” I was excited because maybe I could do a movie with him. We started talking and kicking it.

I think we vibed so well that at a certain point he asked, “What are you up to now?” I replied, “Nothing much.” He responded, “Why don’t you come with me to Vegas?” I replied, “What?” He said, “Yes, we going to watch the fight. Be my guest.” I was like, “I don’t got no shirt. I don’t got no clothes, nothing.” He said, “Don’t worry. I got you.” I was mesmerized to be honest with you. I was like, “OK. Cool.” At that point, there was only two more things to shoot. We were smoking cigars and dipping them in Cognac. It was me and him. Suge was there, too, but it was basically me and him talking. It was just a cool vibe, and nothing in my life had ever happened like that. I was a little in awe. When he got to the set, it felt like all the other artists just went into the background. It was almost like when he appeared on the set, I don’t remember seeing the rest of artists that were there. That’s how powerful he was. I got in the limo, and I started to drive off with him. I told one of the AD’s named Kia. I said, “I’m going to go to Vegas.” She was like, “OK.” She was a little surprised, and then all of a sudden as the car starts to pull off, my producer comes running out. Her name was Rae Permann. She started banging on the car. I said, “Hey, what’s up?” She said, “Well, Kia said you’re leaving and going to Vegas. You still have two more scenes to shoot.” I said, “Kia can do that.” Which was something I never did before.

She reminded me of that. She said, “Are you sure? I’m not used to you doing that because you’ve never done that before.” I’m a superstitious guy. There were certain things I did before every video. I’d get all the crew together and pray. I’ve always done that. I just felt like, “Oh, man. I think I better finish this video.” I told Pac and them, “I’m going to go back to the set. Thank you so much. We’ll do it another time.” I went back to the set, and we shot and finished the video up. Then, of course, the next day we heard the news.

2Pac - I Wonder If Heaven Got A Ghettowww.youtube.com

After Tupac Shakur’s untimely passing, you were asked to direct his “I Wonder If Heaven Got a Ghetto” video. How did you become involved with the making of it?

When I sat down with Interscope Records, it was a real challenge. I didn’t really know what to do. They didn’t throw in any input because it was tricky.

It’s one thing to do a video for somebody when he is incarcerated, but not when he is dead. I came up with this concept that he didn’t really die. He was hidden somewhere in New Mexico at this mosque-type of place that was run by Black nuns. It was all Black nuns and that’s where he was. Then, I did this whole thing about him passing on into another dimension, a spirit-like, so I had him playing with these kids. I had them visiting places on a bus, and on the bus was Elvis [Presley], [Grigori] Rasputin, and Jimi Hendrix. I did little things like that.

An old Black guy picked him up along the road and drove him, and the very last shot of the video, he was in a diner and a waitress offered him some coffee or something like that, but she turned into his mom and that’s how the video ended. It was artsy, if you want to call it that. I don’t think it was as successful, but a lot of the people in Europe interviewed me about that video because I did a lot of cool things. I made it seem like when he got shot, a helicopter picked him up and didn’t put him in a regular hospital, instead they took him to this nunnery in New Mexico where they were taking care of him and brought him back home.

It began all this conspiracy stuff. Then I had these two people, a man and a woman dressed like Mulder and Scully from the X-Files, who were investigating the whole thing. His mom was there every step of the way with me.

Did you have a conversation with her about being in the video again or was that from Interscope Records’ side?

That was from Interscope’s side. They said his mom was fascinated with the little things that I did in the “Dear Mama” video. If you get a chance to see the “I Wonder If Heaven Got a Ghetto” video, the car’s license plate, I think it’s his birthday. The very last scene, I told you, the waitress offers him some coffee. It’s from his POV, so you never see Pac. It’s just Pac going on this journey to the afterlife. When he looked at the waitress and she handed him the coffee, I do this shot where it pans, the camera tilts up and the waitress transformed into his mom. Then, as the camera keeps panning up, it’s reads 7:02. His mom told me, “Oh, that was the time when he passed.”

She was looking at me and saying, “Oh, it’s very clever how I threw in all of these little things.” That was my conversation with his mom at that time. I had these little things I threw in because I was trying to make it cryptic. It was scary because, after we did the video, there were a lot of people out there that were Tupac fanatics who were like the video tells us a lot. He is still alive. He didn’t really die. He survived. He’s still around. The whole thing was like Elvis. There are people out here to this day that believe he is still here.

After the “I Wonder If Heaven Got a Ghetto” video, did you maintain contact with Afeni Shakur?

No. That’s the sad part. I gave her a hug and my condolences on the set of the video, but it was weird. Her son just passed and you could see the pain in her face. That was a lot. I was shooting a video and trying to do all these cool little things and show the magnitude of what her son did during his life. You know what I mean? I was trying to capture this mystic figure, but at the same token, not to try to cause her too much pain. There was nothing else I could really say.

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Chris Williams is a Virginia-based writer whose work has appeared in The Guardian, The Atlantic, The Huffington Post, Red Bull Music Academy, EBONY, and Wax Poetics. Follow the latest and greatest from him on Twitter @iamchriswms.