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When Long Beach OG rapper Warren G talks about wanting it all, he doesn?t just mean material things. On his eagerly awaited new album, I WANT IT ALL, his first for his new label G-Funk New Millennium 2000/Restless Records, the ambitious, Grammy-nominated, platinum-plus performer/producer/actor/businessman makes it a point that rewards come to those who work for them. Given the changes of the last few years, Warren G is one to testify.

"Every young person wants it all," he says. "And you don?t have to sell drugs to get it. You have to pay your dues, stay on the right track and master what you want to do. I don?t have everything. Not that I ever expect to get it. But I am in control of my own destiny and that?s the most important thing."

Warren G might not have everything, but he?s offering something for everyone on "I Want It All," from the old school nods to his LBC ?hood in "Gangsta Love" (featuring his "Chronic" cohorts Nate Dogg, RBX and Kurupt), "Dope Beat" and "You Never Know" (which features a classic performance from old pal Snoop and Phats Capone) and "The Game Don?t Wait" (which features Snoop) to "We Got That" (with Eve of Ruff Ryders and "Men In Black" fame, along with fellow Ruff Ryder Drag-On). Unlike rap?s traditional misogyny, Warren is not afraid to give female artists their own voice, and even tries to argue for male sensitivity. "Even the hardest man has a heart and women shouldn?t take that as a weakness," he explains. "Because game recognizes game." Mack 10 lends his viewpoint to the title track, which slyly criticizes the blind pursuit of riches and living a lifestyle "that Robin Leach talks about." "My Mama" is a touching ode to his late mother "Ola Mae," about whom Warren sings, "[she] gave me everything I need.... I see my mama everytime I look in the mirror." "I just remembered all the kind and wonderful things that my mother did for my sisters and me as we were growing up," he explains. "She was very special, gentle and went out of her way to make us happy." Also featured on the album are Jermaine Dupri ("Havin? Things"), Crucial Conflict ("Dollars Make Sense"), Daz Dillinger ("Why Oh Why"), 5 Footaz ("World Wide Ryders") and Memphis Bleek ("I Want It All" remix).

For Warren G aka Warren Griffin III, the hard work he?s put into his career since his days running with the Long Beach Crips and pal Calvin Broadus aka Snoop Dogg (whom he?s known since the sixth grade) has paid off handsomely. After several skirmishes with the law, the two turned to rap music and, along with another friend from the hood, Nate Dogg, formed a hip-hop trio called Three The Hard Way, named for the blaxploitation film, which eventually became 213. The two went on to hook up with Warren?s step-brother, Andrew Young aka Dr. Dre, for the groundbreaking, multi-platinum ?92 classic rap album, "The Chronic."

After producing Mista Grimm?s underground hit "Indo Smoke," one of two songs he worked on for the soundtrack album to John Singleton?s "Poetic Justice," Warren G was signed by Chris Lighty, President of Violator Records, a subsidiary of the legendary New York rap label Def Jam. His ?94 solo debut, REGULATE?THE G-FUNK ERA, introduced the world to Warren G?s influential "Gangsta-Funk," a seamless blend of old-school R&B and cutting-edge street rap best represented by the album?s chart-topping single, "Regulate," which took its rhythm track from the most unlikely place, ex-Doobie Brother Michael McDonald?s ?82 A/C hit, "I Keep Forgettin? (Every Time You?re Near)," and its plot from an actual averted carjacking he saw on 61st Street in Long Beach. "I had just bought the Michael McDonald album and really liked the soulful beat on that song," recalls Warren. "So Nate Dogg and I flipped the beat on it and then worked off one another for new lyrics. That?s how the song was created and how my career jump-started."

A follow-up single, "This DJ," made the Billboard Top Ten as well, helping the album sell more than four million in the U.S. and six million worldwide, earning Warren G a Grammy nomination in the process. Three years later, in ?97, Warren G?s second album, TAKE A LOOK OVER YOUR SHOULDER (REALITY) was released. The first single, a hip-hop cover of Bob Marley?s "I Shot The Sheriff," went gold, followed by "Smokin? Me Out," featuring Ronald Isley. The album went platinum, selling more than a million copies.

Since then, Warren G has stayed busy producing other acts and working on his solo album. But not without his additional interests. He remains active with youth in his Long Beach community, supporting a proposed teen center, speaking at high schools, performing for free at ?97s Long Beach Public Safety Summit, participating in MTV?s "Rock The Vote" and always trying to employ people from the local neighborhood. Proving hip-hop?s complete renaissance man, Warren?s also acted in a pair of TV shows, "Parenthood" and "Clueless." He even had a European hit dueting with Scandanavian classical pop diva Sissell on the title track from the Tchaikovsky opera, "Prince Igor," the first single from the RAPSODY album, in which rappers like LL Cool J, Run DMC, Mobb Deep, Redman and Onyx covered classical pieces. The single debuted at #1 in Sissell?s home country of Norway, went to Top 20 in Greece and Switzerland and Top 40 in Holland and Australia.

During this time, with Def Jam and it?s distributor Polygram eventually sold to Universal Music, Warren saw an opportunity to take control of his destiny: He inked a three-year multimillion dollar, 50-50 joint venture deal with film mogul Arnon Milchan?s New Regency Enterprises and Joe Regis? affiliated record label, Restless Records for his own G-Funk Millennium 2000 label. The company?s stake in both movies and German-based sports apparel and equipment giant Puma gives Warren G plenty of cross-promotional possibilities.

"Restless and I clicked from the beginning," says Warren. "They allow me artistic freedom." While Warren G?s I WANT IT ALL will be the second release from the agreement, the first album on G-Funk was BACK TO THE REEL, the debut from Reel Tight, a group Warren describes as "old school harmony R&B." Other artists on the G-Funk roster include Jessica and Da Five Footaz, who are currently working on their initial efforts for the label.

"I?m stepping it up and I?m changing it up, offering up some new styles," says Warren G about his latest incarnation. "I haven?t reached my peak yet. I want it all, not just for me, but for my family and friends, for those around me."