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‘Faces’: Why Mac Miller’s Mixtape Is A Jazz-Rap Masterclass
Warner Music
In Depth

‘Faces’: Why Mac Miller’s Mixtape Is A Jazz-Rap Masterclass

Ditching frat-boy raps in favour of introspection, Mac Miller’s 2014 mixtape, ‘Faces’, saw the rapper tear off his mask and find a new voice.


No longer bound by the commercial obligations that defined his early years, 22-year-old rapper Mac Miller was keener than ever to go from frat-boy wonder to underground-rap polymath when it came to recording what would be his 11th mixtape, Faces. As he worked in the studio, an open-door policy brought in a rotating cast of rising Los Angeles hip-hop stars, with Miller immersing himself in an exploratory jazz-rap fusion sound to make the most of his free time. As lyrics poured out of him with diaristic candour, the rapper was finally able to allow his talents to flourish as he scouted around for a new record deal.

It was during this interim period that he released Faces – a darkly introspective and wildly inventive 24-track mixtape issued as a free download in May 2014. An unvarnished journey into Miller’s personal struggles with substance abuse and mental health, Faces allowed the multitalented rapper/producer to freely experiment with jazz-inspired instrumentation, psychedelic textures and brutally honest lyricism that gave listeners a glimpse into his frenetic mindset.

Here, then, is the story of how Faces found Mac Miller in the grip of a metamorphosis, and how he emerged with a jazz-rap masterclass that fans still cherish to this day.

Listen to ‘Faces’ here.

The backstory: “I felt like I could really grow into my own creatively”

By 2014, Mac Miller had been released from the label Rostrum Records and was now a free agent. As an independent artist, the Pittsburgh-born rapper had already built a loyal fanbase and had been enjoying strong sales, playing over 200 shows a year and just wrapping up a three-month tour across the US, as well as a two-month European tour supporting Lil Wayne. “For the last few years, he had ridden this incredible wave of success,” Miller’s producer Josh Berg later said in The Book Of Mac. “But that success came at a cost.”

Despite his extraordinary commercial achievements to date, Miller’s rise to fame had ruffled some feathers among music critics who seemed intent on ignoring his burgeoning abilities. As a teenager, Miller had pigeonholed as a “frat rapper”, lumped in with the likes of Asher Roth for delivering stoner party raps celebrating weed and bro culture. For better or for worse, he had been done a great disservice by being tarred with that brush.

However, Miller’s inner circle knew there was far more to him than that. Not only were his lyrics growing deeper and more introspective, but his musicality was beginning to set him apart from his peers. A keen multi-instrumentalist who had learned to play guitar and piano from a very young age, Miller had recently embarked on side projects under pseudonyms such as Delusional Thomas and Larry Lovestein, using them as vehicles to explore his jazz-leaning inclinations. Additionally, his 2013 releases, the mixtape Macadelic and his second album, Watching Movies With The Sound Off, found him flirting with psychedelia, proving that he was eager to move beyond the frat house.

Without the pressures of a label demanding he maintain a certain image, Miller could now focus more intensely on making music he felt truly passionate about. “It felt like it was my own world, that I felt like I could really grow into my own creatively,” the rapper later said in a short film uploaded to his YouTube channel. “Just kind of find myself through the music I was making.” Set loose from all constraints, Miller was ready to evolve.

The recording: “He was intending to lock himself inside the studio and make music every day”

Settling down at his pad in Los Angeles, near the gentle hum of a swimming pool, Mac Miller began recording Faces in his home-built studio, The Sanctuary – often nicknamed “The Red Room” – a haven of creativity that has since acquired almost mythical status. The smell of scented candles filled the air while a wooden Buddha head watched over proceedings, as numerous up-and-coming rappers such as Ab-Soul, Earl Sweatshirt, Da$h, Schoolboy Q, Vince Staples and Tyler, The Creator dropped by to slouch on beanbags, ready to chip in with freestyles. “If all goes according to the plan and we’re all legends at the end of this, that room is like a huge thing” Miller later said. “The Sanctuary is like the most important thing that ever happened to me.”

Musically, songs such as Diablo found Miller continue his journey into jazz-rap, sampling the Duke Ellington and John Coltrane recording of the Great American Songbook standard In A Sentimental Mood and rapping about the fine line between fame and death (“How do the famous function? The A-list can’t be trusted/I strong-arm ‘em like I play the trumpet”). Teaming up with the likes of ID Labs and 9th Wonder, and acting as executive producer under the alias Larry Fisherman, Miller fostered a warm and collaborative environment into which anyone would be accepted with open arms. “Everyone was welcome to come through, but 24/7,” he said. “You know, it was me up for four days in a row, in like a weird state of mind, just, like, in the studio working.”

Although Faces fits the lineage of old-school hip-hop by containing an array of obscure samples, Miller enriched each instrumental with his own muso indulgences. Often tinkering around with piano and drums, he even dropped into LA’s Stein On Vine music shop and bought a violin, a bass clarinet, a cello and an upright bass. “I just bought a cello, now all I do is play it,” Miller raps over a sample of Miles Davis’ The Ghetto Walk, on the song Friends, as the nasal voices of Schoolboy Q and Miller himself repeatedly whine the rapper’s name like comedy-skit performers.

As an unsigned artist, Miller was under no obligation to release anything, and he seemed to be embracing his music in a spirit of play, comparing himself at one point to the main character in the children’s book Harold And The Purple Crayon, by Crockett Johnson. “You had to literally pry him out of The Sanctuary with a crowbar,” Josh Berg said in The Book Of Mac. “That was the only place he really wanted to be. He was intending to lock himself inside the studio and make music every day, and that’s exactly what he did.” The ever-increasing cast of rappers who would walk in the door made the whole recording process feel like a non-stop party, even going so far as to upset Miller’s next-door neighbours.

On the song Thumbalina, Miller hilariously lashes out at any notion of noise abatement, namedropping “Mrs Watson” as the party-pooping ringleader in a foul-mouthed tirade at anyone trying to rain on his parade (“My neighbours yellin’, I don’t give a fuck again/And I swear to God if the cops come again/I’ma open up this door, get to rumbling”). As Berg later recalled: “He was remarking how the neighbours had formed a committee to evict him. It’s not hard to see how that one got started!”

The release: “I always try and keep it always as open and as honest as possible”

In many ways, what made Faces so remarkable was that Miller decided to release it for free on his website. “That’s what’s different, he didn’t have anything planned,” his co-manager Quentin Cuff later said. “That’s why the promotion for this was him fucking making a sandwich on an app!” True enough, after making Faces available to download on 11 May 2014, fans could only “unlock” the files if they made the rapper a virtual sandwich before chowing down on its 24 songs.

From the mixtape’s opening track, Inside Out, it was clear Miller’s free giveaway was more sumptuous than a BLT. Blessed with the talents of Thundercat on bass, the song found the rapper freestyling with bracing profundity (“Everyone wanna be God besides God, he wanna be like us”) over a jazzy trumpet groove that was a million miles from what you’d find on a college jock’s iPod. “That song is a special song to me,” Thundercat said in The Book Of Mac. “It was almost as if everything had been turned inside out: That introvert that was maybe hiding, he was walking into who he was becoming or who he was. And you felt it.”

Across a diverse range of mellow and easygoing beats, Faces felt carefree and upbeat on first listen, but a closer examination of Miller’s lyrics revealed his darker side. While the rapper acknowledges his struggles with drug addiction on Angel Dust (“My brain fried, always chasin’ the same high/I’m too fucked up to function, do nothin’ but waste time”), nagging chipmunk voices represent his inner conscience. “For better for worse, I always try and keep it always as open and as honest as possible,” he later said, “because I want people to kinda feel like they could be right there with me, and that goes for the ups and the downs.”

Frequently candid about his substance-abuse issues, Miller raps about his cocaine habit on the song Polo Jeans (“Went from weed and liquor to the coke and lean/All I got’s this mansion and this potpourri/But don’t I look so handsome in these Polo jeans?”), while his fragile mental state is painfully put on display on It Just Doesn’t Matter (“Buggin’ out, had it all, I’m nothing now/I bust your speakers with some bullshit rap/I’m on drugs, all my new shit wack”).

Caught in the swirl of a hallucinogenic vortex, each song on Faces is like a journal entry from a young man thrust into the limelight; painfully aware of being overcome by his vices, he holds fast to the thing that always keeps him rooted: his music. “I feel conflicted about it,” producer Josh Berg later admitted of the mixtape. “Some things defined the period as an ultimate immersion in philosophy and other things represent his struggles with drugs.” The psychedelic rap marvel of Colors And Shapes, a song about LSD, has a dreamy and rippling quality that bubbles like a steaming spa, while Miller sings over airy 10cc-like vocals as if in meditation.

Faces was, in short, super depressing,” he later said of the mixtape, before adding that “making music when you’re depressed is great therapy”. While it’s heartening to hear that Miller was able to kick many of the habits he rapped about, it does make Faces an unsettling listen in retrospect: he mentions his death on the songs Funeral and Grand Finale, and casually references the fatal overdose of actor Philip Seymour Hoffman on What Do You Do (“A drug habit like Philip Hoffman will probably put me in a coffin”).

Likewise, even the light and woozy groove of Rain bears the dew drops of a troubled psyche. As he raps alongside Vince Staples, Miller delivers chilling rhymes about his downward spiral (“Runnin’ from my shadow, never-ending chase/Ease the pain and the battle that’s within me/Sniff the same shit that got Whitney, the high heel depression/My temple feel the metal comin’ out the Smith & Wesson, bang”). Speaking to the radio station Real 92.3, Staples referenced the rapper’s mental-health struggles of the time, feeling that Miller often seemed “too happy” and adding that he always tried to support his friend when he was down. “He was trying,” Staples said. “All you can ask for is for somebody to try. You can’t always win, you know?”

The legacy: “Perhaps it felt like a rebirth or the start of a new era, which it certainly was”

Shortly after the release of Faces, Mac Miller signed a deal with Warner and went on to release a critically-acclaimed trilogy of albums – GO:OD AM, The Divine Feminine and Swimming – that saw him blossom into one of the best rappers of his generation. However, it is possible to draw a line right back to Faces as a crucial turning point for Miller, with many fans lauding the mixtape as a jazz-rap masterclass that saw his talents fully coalesce. “Perhaps it felt like a rebirth or the start of a new era,” Josh Berg has said, “which it certainly was.”

As Miller himself had put it, he’d reached a point in his career where he was beginning to succeed on his own merits without needing the endorsement of hip-hop heavyweights. “Tryna be a legend by tomorrow,” he raps on Here We Go. “They say I can’t, I’m determined to prove ’em wrong, though. I’m not perfect, but they ain’t either. I did it all without a Jay feature.” By fully shedding his early frat-boy image, Miller was finally ready to prove to the world just how versatile an artist he truly was.

Tragically, Miller died four years later, at the age of 26, robbing the music world of his still-flourishing his talents. With hindsight, since Faces finds him at his most free and artistically vital, it’s hardly surprising that fans continue to celebrate it as one of the best Mac Miller albums. Finally getting an official commercial release in 2021, Faces went on to peak at No.3 on the US Billboard 200 and broke the record for the most amount of first-week vinyl sales for a hip-hop/R&B album. Without a doubt, the mixtape’s legacy as a high point in Miller’s discography is assured.

In the end, the opportunity to hear Miller unleash both his musical and lyrical ingenuity on Faces is the best tribute to his memory that any fan could wish for. Beyond all of Miller’s well-documented struggles with depression, this mixtape provides ample evidence of a highly talented artist striking out in new and exciting ways. As Miller himself put it: “For me, music is the most important thing in my life, more important than any of these vices – that’s the most sacred. As long as music stays sacred, you can’t lose.”

Find out how Mac Miller plumbed the depths of his psyche on ‘Swimming’.

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