When Little Brother’s debut album The Listening was released on February 25, 2003, the twenty-something college students were unknowingly swimming against the Hip Hop tide.

The trio of rappers Big Pooh, Phonte Coleman and 9th Wonder crafted a soulful homage to their foundational heroes like A Tribe Called Quest, De La Soul and Slum Village at a time when standard bearers of the underground like Common and The Roots were pivoting into more experimental territory sonically and the South as a region was dominating with splashy, high-BPM, escapist fair designed for radio and club consumption. Not to mention a guy named 50 Cent was casting a long shadow over the entire industry with his Lazarean mythology and bullet-riddled boasts backed by two of the biggest names in music, Dr. Dre and Eminem.



“I didn’t know what the hell was going on, man,” Rapper Big Pooh tells HipHopDX matter-of-factly looking back on that time. “We were having fun. It was some work element to it, but it was fun. I really had no expectation for anything involving making that album, other than we think it’s dope. We think what we’re doing is dope. But just that time, man, you can never get that time back. There were no expectations. We were just trying to do what we thought was right, and having fun doing it, and just that it was so innocent. I’ll use that word. It was innocent. You can never get that moment back, no matter how much you try. We know too much now. We’ve been in The Matrix. We were all naive, to a certain point, and just going in there trying to make the best [music].”

“We actually thought the music business was a meritocracy,” Phonte adds. “[But] it’s so much politics and shit that ain’t got nothin’ to do with music.”



The Listening was Little Brother’s first and last album on ABB Records, jumping to Atlantic for their follow-up, The Minstrel Show. The group has gone through multiple changes, both business wise and personally, in the decades that followed. But as Phonte and Pooh prepare to embark on a celebratory tour to commemorate the 20-year anniversary of their debut, they speak to DX about the growing pains and lessons they’ve learned in marauding for ears.

HHDX: What do you remember about making the album cover and these photos of you guys looking out the window “watching the asphalt grow”?

Phonte: Listen. Listen. Temporary layoffs, n-gga.

Big Pooh: That was at Duke’s radio station. WXDU.

Phonte: DJ Samps, I’m pretty sure he was the one that probably let us in.

Big Pooh: Yeah, because DJ Samps had a show with Big Dho. And they used to let us come up there, I think it was Friday or Saturday night.

Phonte: It was Friday night.

Big Pooh: Friday nights. We used to go up there and they would let 9th play his beats. And we would be able to play records, if we had records they would play them.

Phonte: If we wanted to freestyle, whatever.

Big Pooh: Yeah, freestyle, and people would call in it was a real live radio station on Duke’s campus. And every Friday night, we was there.

Phonte: That was kind of the hangout spot. The photographer’s name was John Rottet. And he was a staff photographer for the newspaper, The Raleigh News and Observer. And I think they had to shoot us for something, for a piece they were doing on us. Afterwards we was just like, “Hey, yo, bro, we fuck with you. You want to shoot some album shit or whatever?” And he was like, “Yeah, cool.”

He was an older white guy, and he shot us at XDU. And I remember we took the shots and we were by the window, I don’t remember how the thought of the window came into play. No, I’m lying. I know exactly…it was because that was where the light was. We didn’t have lights, we didn’t have nothing so we were just doing natural light.



And so, that’s something that I will share now ahead of time. All of the interviews that we shot for the May the Lord Watch documentary, we stayed true to that. Where everyone is shooting by windows getting that natural light. So you heard it here first, only for you because you’re my brother, so.

I remember John, he took the shots. And then afterwards, we gave the shots to FWMJ, my brother Frank William Miller Junior, who was on Okayplayer at the time, as we all were, just causing havoc and just talking shit. And sent them to him and he did the cover. Frank did The Listening and Connected and Getback.

And so, yeah, so we sent him the photos and he actually put it together. And we saw it and was like, “Oh shit, this works.” You know what I mean? And it was our first time ever making an album cover.

I didn’t even have a computer at the time. I was sneaking on my work computer to download this shit. And I would just get it and I’d forward it to Pooh or whatever and we just all agreed. It’s like, “Yo, does this look cool? Y’all like this?” “Yeah, this shit’s dope.” And that was the cover.

HHDX: Do you remember when you first saw the review of The Listening in The Source, and the Hip Hop Quotable for “The Yo Yo”?

Phonte: Yes, I do. I don’t remember how. I want to say somebody had called me and read it to me. They was like, “Yo, you got four mics,” and I was like, “Hold up. What?” They was like, “Nah. You in The Source.” I was like, “What the fuck?”

At that time, I lived around the way from a Kroger. It was a Kroger grocery store that was down the street from me. So I ran to the goddamn Kroger. I was like, “Shit. Hold up. I hope they got The Source.” They had it. For the life of me, I cannot remember who was on the cover of that issue. But anyway, I got it, and I saw it and then I saw the Quotable. I was like, “Oh, my God.” You know what I mean? So it was something that… It really touched me. I was like, “Holy shit.” But I think the next day I just went to work. You know what I mean? I guess in many ways that was just… It became just a portrait of what, I guess, my career would be later on, just in the sense that I learned, “Hey. This is a great honor, but my rent’s still due on the first, cuz, and I got to take my ass to work.”

It was four mics, not four checks, n-ggas. So, let me get my ass to this goddamn counter and get on my retail, and ring up these Tommy Hilfiger shirts.



I was surprised that verse spoke to that many people, because it was based off something that was so personal. It was based off an incident that I had when I was hosting this open mic night. It was this poetry night. Some friends of mine, Tracey Evora and Matt Sherman, they had a poetry night in Durham called The Cipher. So Tracy hits me, and she’s like, “Hey. I think you’d be dope to host this,” and I’m like, “Hell yeah.” I’m like, “How much it pay?” She’s like, “A hundred dollars.” I’m like, “Hell yeah.” N-gga, I just came up. $100, n-gga? What? You know what I’m saying? A hundred dollars in, damn, 2000, 2001, it cost $10 To fill my car up, n-gga. City boys is up.

So I go, and I host the joint, and I’m just being me. It was all these poetry dudes, but they were fucking corny. So, I’m just on the mic, doing me. Afterwards, the next day, I got paid and everything, and I’m like, “Hell yeah.” So I called Tracy like, “Yo. So how’d it go? How’d you like it? When is the next one?” Because I’m thinking I got a gig. You know what I mean? She’s like, “Well, we kind of had some issues with some of the patrons. They didn’t really like the way you used the N word.” I was just like, “Yo, I don’t use the N word. I say n-gga. Why is this a discussion?”



I was just like, “Yo, what the fuck?” So I ended up not getting the gig. But anyway, full circle moment. The girl that fired me, Tracy, she ended up doing the “WJLR Slow Jams.” She’s the one who did that voice.

But yeah, that was what “The Yo-Yo” was based off of. I just saw, kind of, the pretentiousness of that scene. I wasn’t even looking and trying, to connect it to something bigger. I was just like, “Yo, these poetry n-ggas is corny, and they looking down on us for being rappers, or saying ‘n-gga,’ whatever. But just because you can get up here and talk about eating pussy, and all these flowery fucking terms. I’m like, “Bro, we talk about the same shit.”

Big Pooh: You still talking about eating pussy.

Phonte: I didn’t think that verse would resonate with so many people, because it was based off just a very singular incident that happened with me. I didn’t think people would take to it the way they did, but they did.

HHDX: “Speed” was your first single and the concept of the video is buses being hijacked by wack music. Who came up with that treatment and who are these young ladies in this video?

Phonte: Man, I have no idea where those girls are at now.

Big Pooh: I know one of them, her name is Kia, she lives in Charlotte. A few years ago, we ended up just going out, hanging out, and just catching up. That’s the only one I know. They were freshmen at school. I don’t know who knew them, and who picked them out. I don’t remember how we did that.

Phonte: I remember the director was this kid that went to UNC, Mike Iskandar. I remember that name, because how do you ever forget a fucking name like Mike Iskandar.

Big Pooh: This was a class project for him.

Phonte: So yeah, we just kind of made this shit up. It was like, “Yeah, man. So we’re going to go back to my house, and y’all are going to wake me up, and this is going to be like…” It was totally the most bootleg UBN shit ever.

Little Brother On Dave Of De La Soul, Doja Cat & The Legacy Of ‘The Listening’
Little Brother On Dave Of De La Soul, Doja Cat & The Legacy Of ‘The Listening’

In the video, the car that you see driving, the Nissan, that was my car at the time. That was my Sentra, I had. When I wake up, that’s my apartment. I had my little two bedroom apartment. The police station, that was Central. That was the communications building.

Big Pooh: The bus we was on was a DATA bus, a city bus, that drove through campus. We knew the bus driver. He was somebody’s uncle, or something. So he let us come on the bus and shoot.

Phonte: It was bootleg as hell. My homie, Mike Burv, was in it. We tried to get as many cameos in as we could. Sean Boog was in it. We was just trying to get all our homies in it. You know what I mean? So yeah, it was super low-budget, and it was fun. We were like, fuck it.



Big Pooh: That’s why it didn’t make sense, because we all were just, “Okay. How about now we do this, and now we do this?”

Phonte: “Okay. How about now?” That’s the running theme of the whole video.

Big Pooh: Whoever had what we thought was a good idea for the next scene, that’s what went out.

Phonte: There was no storyboard, at all. There was none. No treatment. None of that.

Big Pooh: Nah. We figured it out on the fly.

HHDX: Now something I observed is how much you guys rap about being in the club across your projects, particularly this one, but no one would consider you party guys based on your music. Why do you think that is?

Big Pooh: Yeah, man, I was the club-going patron of Little Brother, for sure. Thursday, Friday, Saturday, find me up in somebody’s party, or club, with a drink or two in my hand. But nah, I just think, similar to Slum Village, a lot of times people just, back then, they heard the music, the sonics of it, and it took them to a place, without them really listening to what we saying.

Phonte: They focused on how it felt more so than what was actually being said.

Big Pooh: It was because we didn’t talk about selling drugs, or assaults, or anything of that nature. So then it was like, “Okay. They got to be talking about they hugging trees and, and shit. It was like, “Nah, we talk about real life.”

Phonte: It was a middle ground.

Big Pooh: We talking about your life. I was 21, 20 when we was making The Listening. I was outside, man. I was in them clubs heavy. That’s when The Neptunes really started running shit. I always say, with music, a lot of people come to music to escape. Whether you come to feel sad or somber, because that’s the mode you in, or you want to come and dream of a life you’ve never had, or you’ve never seen, or been involved in. It was some form of escaping. Then you had us get on the mic, and we talk about what you probably go through, what most people go through, on a regular basis, and they like, “Nah, I don’t want to hear my life. I want to escape that.”

CLICK HERE FOR Part 2 of our interview with Phonte and Big Pooh as we discuss channeling the late great Nate Dogg, getting props from a pop star and keeping your head nodding when the verse didn’t rhyme.