Songfacts®:

• "Regulate" is a '90s hip-hop classic that tells the tale of night out in Long Beach, California. Rapper Warren G and singer Nate Dogg trade verses, each telling the story from their own perspective. Warren sets out looking to get some phone numbers from the ladies; Nate heads out looking to meet up with him. Warren gets carjacked and robbed, but Nate comes to his rescue, regulating the situation by opening fire on the perpetrators.
  
  Most of us would call it a night at this point, but Nate stays out and ends up at the Eastside Motel with a hottie.
  
  According to Warren, the story is composited from different events he and Nate went through when they were growing up together.
• "Regulate" is built on a sample of the 1982 Michael McDonald hit "I Keep Forgettin' (Every Time You're Near)," an evocative but very mellow song in the yacht rock genre.
  
  Warren G is a practitioner of G Funk, which typically samples P-Funk grooves and the like. "I Keep Forgettin'" is a very melodic song, so it created a very different feel. To accommodate the groove, Warren and Nate are both very restrained vocally, speaking softly but carrying big sticks. It was unlike anything we'd heard before in hip-hop, which helped it stand out and become a huge hit.
• Warren G grew up listening to "I Keep Forgettin'," and it was his idea to sample the song. It's a tune that always stuck in his head, so he knew if he could find a way to rework it, he'd have a winner.
• The dialogue at the beginning of the song ("Regulators... we regulate any stealin' of his property...") comes from the 1988 movie Young Guns, where the "Regulators" are hired to maintain order. The line is spoken not Charlie Sheen, Emilio Estevez or one of the other famous actors in the film, but by Casey Siemaszko, who plays one of the Regulators.
  
  Warren G already had the song written when he saw the film. When he came across that scene, he decided to integrate it into the song, which he did by getting a VHS copy of the film and plugging it into his MPC60 sampler.
• In an interview with DJ Skee, Warren recalled that Nate recorded his portion of this track in a closet. "I had an apartment on Long Beach Boulevard and San Antonio, and I didn't have no furniture," he reminisced. "I called Nate, and said 'Nate, I got a record I think we should do, and go back-and-forth on it. I think it'd be dope.' He came over, he heard it, and was like, 'Damn!' So from there, we hooked up a mic in the closet, and I called my engineer, Greg. He came over and recorded it, and there it is."
• The songwriting credits on this one read:
  
  Warren Griffin
  Nathaniel Hale
  Jerry Leiber
  Mike Stoller
  
  The first two guys are Warren G and Nate Dogg, and the second two are the Leiber and Stoller songwriting/production team, the guys responsible for "Hound Dog" by Elvis Presley, "Stand By Me" by Ben E. King, and many other hits of the '50s and '60s. What are they doing in these credits? They wrote a 1962 song called "I Keep Forgettin'" the was recorded by Chuck Jackson in 1962 and formed the basis for the Michael McDonald song "Regulate" samples. Leiber and Stoller are the credited writers on the Michael McDonald song, so even though they had nothing to do with the groove sampled in "Regulate," they still get the credit. It's not clear if McDonald was compensated for the sample.
• The whistling sound at the beginning of the song is sampled from a 1981 song by Bob James called "Sign Of The Times."
• The song first appeared on the soundtrack to the film Above The Rim on March 22, 1994. The movie, about a young basketball phenom, stars Tupac and Bernie Mac - the song plays at the end of the film.
  
  "Regulate" was released as a single on April 28 and climbed to #2 on July 2, where it stayed for three weeks, held off by "I Swear" by All-4-One.
  
  The song was Warren G's first single and later appeared on his debut album, Regulate... G Funk Era. His next single, "This D.J.," was also a hit, climbing to #9.
• In the early 1990s Warren G and Nate Dogg were in a group called 213 (at the time, the area code for Long Beach) with a certain Snoop Dogg, who was known as Snoop Doggy Dog at the time. At the end of the song, they shout out the group with the line, "213 will regulate."
• Warren G is the stepbrother of rapper and producer Dr. Dre. They share the same mother but have different fathers.
• Nate Dogg became a top hook singer in hip-hop after this song took off. Other tracks he appears on include "Never Leave Me Alone" with Snoop Dogg and "Area Codes" with Ludacris. He died at 41 on March 15, 2011 of congestive heart failure along with complications related to two previous strokes.
• It was only a matter of time before someone in a late-night TV show writers room came up with the idea of pairing Warren G with the smooth jazz saxophone player Kenny G. These Gs came together in February 2015 to perform "Regulate" on Jimmy Kimmel Live, with Kenny embellishing the song with sax runs. It was part of Kimmel's "Mash Up Mondays" series, which also paired Aloe Blacc with Blackstreet "Aloe Blaccstreet" on "No Diggity."