Jay-Z: The Real Return Of The King

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KATHY NELSON (president of film music, Universal Pictures): Labels [don't] want soundtracks now; they're pushed along the wayside while record companies figure out how to survive. Still, I sent an e-mail: ''I know you guys will love the movie, so come see it!''

JAY-Z: When I got to see the film [in late August], I understood why she wanted me to see it. The characters are so conflicted — you have a hard time keeping up with who's the bad guy, who's the good guy. I loved the complication of the human personalities. Right away, [it was] just conjuring up emotions that I've experienced. If you leave a karate film, then you do karate in the street, right? That's what happened. For me, because I'm a recording artist, it morphed into an album.

ANTONIO ''L.A.'' REID (chairman, Island Def Jam Music Group): Two years ago, Chris Rock's family was visiting mine, and he says, ''There's this movie, American Gangster.'' At that moment, all I could see was Jay-Z: the American gangster. After the screening, Jay liked [the idea of making an album inspired by the film], so I went into his office and said, ''You want to go for it?'' He says, ''Yeah, let's make a go of it.'' Jay's reaction is always measured enthusiasm. It's never over-the-top. He's way too cool for that. But I know the level of enthusiasm in his eyes. I saw a twinkle, so I said, ''Okay.''

JAY-Z: I'm in my comfort zone [rapping about crime]. I can get into detail and have an intelligent point of view — not one that's ''I'm flipping 150 bricks and I don't care about nothing.'' It's really about why [you deal drugs], and the paranoia, and all these emotions you go through. I wasn't dealing with that on my latter albums because that wasn't the life I was living. I didn't think I would ever be able to be in that place again. The movie gave me a chance to revisit those emotions.

SEAN ''DIDDY'' COMBS (producer; CEO, Bad Boy): When I heard he may make another album, I was like, ''You need to let me executive-produce that album! Even Ali had a coach. Jordan had a coach. That's what I do best!''

JAY-Z: Puff gave me a call [in early September]. He's always talking about ''Let me executive-produce an album.'' And I was always like, ''Man, I'm a boss in my own right. What are you talking about?''

DIDDY: We have competed with each other over the years. But I was like, ''I still want to be involved in the project.'' He told me he had the concept of blaxploitation with a contemporary sound. I said, ''I got a bunch of those [beats].''

JAY-Z: He's like, ''You gotta come by, man — I've never asked you to come by the studio ever.'' That night, I went over, and he had all these lush arrangements. I'm like, ''What are you doing with all these?' He's like, ''I don't have anyone to give 'em to.'' And that was the foundation for the sound [of the album]. I was surprised from the source — you forget that, with all the things he does, he's a producer at heart.

DIDDY: After working with Biggie [the late rapper Christopher ''The Notorious B.I.G.'' Wallace], Mary J. Blige, and Faith Evans, there wasn't a lot of artists who inspired me to put time in and really grind out in the studio. [But Jay and I] were just two artists in there, and the vibes just fit. He must have finished four songs in a weekend's time.

JAY-Z: That night was a jam session, nothing official — just us messing around.

DIDDY: He writes in his head. You'll hear grunts and ''Woo!'' — like he's impressed by what he's writing. Of course you're watching; you feel a little left out, like, ''Let me hear what you're saying!'' But he keeps writing, then he goes into a [recording] booth. It's almost like Russell Crowe in A Beautiful Mind, just looking at the equation and solving the problem. The only person I've ever seen write like that is Biggie. I definitely feel like the spirit of Big got up in him on this album.

NEXT PAGE: ''People are coming in, LeBron James was dancing. I had to look at Jermaine [Dupri] and say, 'Man, are you comfortable? Can you create like this?'''