Top Billin'

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"Top Billin'"
Single by Audio Two
from the album What More Can I Say?
A-side "Make It Funky"
Released October 15, 1987
Format 12"
Recorded 1987
Genre Hip hop
Length 2:56
Label First Priority Music
Writer(s) Kirk 'Milk Dee' Robinson, Nat 'Gizmo' Robinson
Producer(s) Daddy-O, Audio Two
Certification Platinum
Audio Two singles chronology
"Top Billin'"
"What More Can I Say?"

"Top Billin'" was the breakout hit single for American hip-hop duo Audio Two, although it was released as the B-side of "Make It Funky" in 1987, from the album What More Can I Say? It was released before First Priority Music inked a distribution deal with Atlantic Records. The song had a deep cultural impact on hip hop. The song was voted #8 in's Top 100 Rap Songs.[1] It was also included in both lists of the musical-reference book 1001 Songs You Must Hear Before You Die: And 10,001 You Must Download.

A remake of "Top Billin'" was released in 1998, this time a duet between Milk Dee and MC Lyte, which appeared on her album Seven & Seven.


The beat sampled the drum break of the Honey Dripper’s “Impeach the President”, but it was rearranged in a very unexpected fashion. Daddy-O did this mistakenly when he hit the wrong keys on his sampler's keyboard, but he recognized the funkiness of the resulting pattern, and Milk Dee's lyrics continue to be referenced and sampled to this day.[2] The crowd noise came from Stetsasonic's "Go Stetsa I," from the album On Fire.

Single track listing[edit]

"Make It Funky"/"Top Billin'"[edit]


  1. "Make It Funky" - 4:56


  1. "Make It Funky (DUB)" - 4:05
  2. "Top Billin'" - 2:50

"Top Billin' (Remix)"[edit]


  1. "Top Billin (More Bass)" - 4:00
  2. "Top Billin (Teddy Ted Mix) (No Half Steppin)" - 5:44
  3. "Top Billin (808 Style)" - 3:09


  1. "Top Billin (Original)" - 2:50
  2. "Top Billin (Acapella)" - 2:48
  3. "The Freshest Slowest Jam" - 5:09[3]

Samples, interpolations and references[edit]

Samples of the drum track[edit]

The drum track from "Top Billin'" samples the drum track from the Honey Drippers song "Impeach the President", but in a modified way. It in turn has been used by other songs:

  • "Wreck Shop (Remix)" by Wreckx-N-Effect
  • The song "10% Dis" by MC Lyte includes the "Top Billin'" break as part of its chorus.
  • Mary J. Blige's 1992 hit single "Real Love."
  • Yo-Yo's song “Mackstress,” from the album You Better Ask Somebody, produced by QDIII.
  • The 1996 2Pac song "Only God Can Judge Me" samples the drum track.
  • The drum track is sampled near the end of Planet Soul's song "Set U Free."
  • India.Arie's debut single "Video" features the drum beat prominently.
  • "Sexy Love (Remix)" by Ne-Yo and Candace Jones features the "Top Billin'" drum break punctuating the end of each musical phrase.
  • The drum track is sampled at the beginning of the song "Pop the Glock" by Uffie.
  • The drum break is sampled throughout the song "Help" by Lloyd Banks

Samples of the crowd noise[edit]

Samples of "Stop scheming and looking hard"[edit]

  • The line is sampled in the chorus of Styles P's song "Stop Skeemin'".
  • The line is sampled in the chorus of "Bitch Niggaz" from Dr. Dre's album 2001.
  • The line is sampled in Detroit acid rapper Esham's "Nervous".
  • The song "Jealousy" by Bless featuring Rah Digga samples the line in its chorus.

Other samples[edit]

  • "Top Billin'" is sampled in the chorus of 50 Cent's single "I Get Money".
  • "Top Billin'" is sampled near the end of "Testimonial Year" by Hilltop Hoods.
  • "Top Billin'" is sampled in the chorus of Lil' Flip's song "I Get Money" (featuring Jim Jones).
  • "Top Billin'" is sampled in Apathy's song "The Buck Stops Here" ("I get money").
  • "Top Billin'" is sampled in "Step Up" for Kutmasta Kurt's side project with the emcees Kool Keith and Motion Man, Masters of Illusion. Throughout the song is heard, "Step up if you wanna get hurt."
  • The line "I don't care" is sampled in the chorus of Redman's "I Don't Kare"
  • "Top Billin'" is sampled in a series of cuts mixed in Everlast's single, "The Rhythm" (using Milk's line, "What more can I say?), and sampled again in his House of Pain days in the song "Over There Shit (I Don't Care)" (using Milk's line, "I don't care") from their second album Same As It Ever Was, and a final time on the final track of House of Pain's final album, Truth Crushed To Earth Shall Rise Again, the track titled "While I'm Here". The latter samples Milk's line, "While I'm here, I'd like to thank" in between Everlast's own lines in the track. On the track "B-Boy Punk Rock 2001" by the X-Ecutioners with Everlast, Everlast raps "MC am I, People call me EV," which uses the opening lines of Top Billin'.
  • On the remix for 50 Cent's "I Get Money", which samples Milk D's vocals, the drums are used for the bridge that 50 Cent sings before Jay-Z's verse.
  • The Lines, "Jail for MC Assault" and "When I'm bussin' up a party I feel no guilt." are sampled in the song "MC Assault" by Godfather Don.
  • The intro to The Notorious B.I.G.'s debut album Ready to Die samples "Top Billin'" behind a skit of a train robbery.
  • "I Got 5 on It" by The Luniz samples the line "Got it? Good" from "Top Billin'".
  • Madlib also used a short break from the track on Quasimoto's "Basic Instinct".
  • Danger Mouse samples the line "What more can I say" in his remix of the Jay-Z song "What More can I Say" on The Grey Album.
  • Earatik Statik samples the line "on and on and on" from "Top Billin'" on their song "Evil is Timeless".
  • The song "Chillin'" by Erick Sermon, Talib Kweli and Whip Montez includes samples of "chillin'" and "I don't care", and Kweli raps, "E is chillin', Kwa is chillin', Whip in the house, Brooklyn in the building".
  • "Pop the Glock" by Uffie is includes a sample of the "Top Billin'" drum track at the beginning, and its chorus is based on that of "Top Billin'".
  • Kanye West samples a line from "Top Billin'" and a portion of his verse is lyrically based on the song, in Jay-Z's "The Bounce" on his album The Blueprint²: The Gift & the Curse.
  • "Top Billin'" is sampled in "Paper Touchin'Remix" by Red Cafe the "Brooklyn" in the background.
  • The song "Feel No Guilt" by Demastas ft. Nine samples the vocals "when I'm bustin up a party I feel no guilt" as its chorus.
  • The song "Duck Sick II" by Compton's Most Wanted samples "Top Billin" in its chorus ("You was jealous, it's all your fault" and "What more can I say?").
  • The song "I.B.'s", by MF Grimm, uses a sample of the line "I stole your girl while you were in prison".

Interpolations of "What more can I say? Top Billin'"[edit]

  • In the 1996 112 song "Only You", The Notorious B.I.G. says the line, "We just chillin, Milk 'em 'Top Billin'".
  • In the 1996 "Shittin on the World" from Dr. Dre's compilation Dr. Dre Presents the Aftermath, Mel-Man states, "Dre is chillin, Ruff is chillin, What more can I say?".
  • In the 1997 Three 6 Mafia song "Are U Ready 4 Us", Lord Infamous states, "Lord is killin', Three 6 killin', what else will I say even children?".
  • In the 1997 song "We Trying to Stay Alive" by Wyclef Jean, he raps, "John is chilling, Dirty Cash dealing, what more can I say? We living".
  • The 1998 song "Cyber Teeth Tigers" by Digital Underground featuring KRS-One, from the album Who Got the Gravy?, uses the line "Kris is chillin, Shock G's chillin, what more can we say about the villains?"
  • Talib Kweli's 2000 song "Too Late" includes the lines "Kwa is chillin', Tone is chillin', what more can I say, we stay building".
  • The 2001 Memphis Bleek song "Do My..." featuring Jay-Z, includes the line "Bleek is chillin', Murda's chillin', what more can I say, we still killin'".
  • The 2003 song "Smilin' Faces" from KRS-One's D.I.G.I.T.A.L., quoting "Cyber Teeth Tigers", also uses the line "Kris is chillin, Shock G's chillin, what more can we say about the villains".
  • The 2003 song "Tolerance Level" by Non-Prophets makes a reference to the song with the line "What more can I say? Bob Dylan".
  • The chorus of the song "Uh Huh" by Method Man, from the 2003 video game Def Jam Vendetta, is based on that of "Top Billin'", including the lines "Meth is killin', MC killin', what more can I say? Stop grillin'".
  • The 2003 song "The Boogie That Be" from The Black Eyed Peas album Elephunk uses the line "Fergie's chillin', Always illin', The way I make ya' sway, Y'all feelin'"
  • "What more can I say?" is used in the 2003 song "Is He Ill" by MF Doom.
  • AZ's song "AZ's Chillin'" from the 2005 album, A.W.O.L., has a chorus based on "Top Billin'".
  • In the 2007 track "Why Wout I" by Beanie Sigel on the State Property mixtape Out on Bail, Sigel rhymes "Sige is chillin', stackin' shit to the ceilin', what would I ever say about a killin'?"
  • The chorus of the 2007 "Get To Poppin'" by Rich Boy is based on the chorus of "Top Billin'".
  • The 2009 song "Chillin" by Wale featuring Lady Gaga includes, in its chorus, "DC chillin', PG chillin', my name Wale and I came to get it".
  • People Under The Stairs on "At the House" off the 2011 album "Highlighter" @ 1:48 - "Saw Thes One chillin', JazMak chillin'; what more can I do? We illin'."
  • In the 2011 Jay-Z and Kanye West song "Otis", Kanye West raps, "Jay is chillin', Ye is chillin', what more can I say? We killin' em".

Other interpolations[edit]

  • The lyrics "On, on and on and on" are used in the intro & chorus for "On & On" by Shyheim feat. June Luva.
  • The song "3 MC's" by Da Bush Babees begins with the line "MC I am, people call me Man".
  • The song "React" by Erick Sermon featuring Redman, features a line where the two say, ("I'm Milk, I'm that kid Gizmo we 'Top Billin'").
  • In the song "Outta Control", rapper 50 Cent repeats a line but switches it up slightly by saying "That's what you get, you in my hood/ I thought you understood."

Other references[edit]

  • "Hip Hop Quotable" by A.G., Top Billin' is one of the songs referenced.
  • "What More Can I Say" by Jay-Z from The Black Album takes its name from a line from "Top Billin'".
  • The song "Iron Galaxy" by Cannibal Ox, Vast Aire references the song by saying: "I'm Vast Aire, Kramer, Top Billin'"

Soundtrack appearances[edit]