One of the definitive albums of J Dilla’s career was not his own, but rather, Common’s Like Water For Chocolate. Comm’s first LP out of the No I.D. and Dug Infinite pocket welcomed Jay Dee, Questlove, D’Angelo, James Poyser and the Soulquarians to the mix, along with DJ Premier and Karriem Riggins. The 2000 LP would eventually go gold, showing the world that the conscious MC from the Chi City could thrive on the heavily-stacked glory days of MCA Records.

Today, nine years removed from James Yancey’s death, The Roots’ Questlove shares some 2002 lo-fi Philly studio footage of the follow-up album in the making, with the Soulquarians at work. Although the video is titled to mention The Electric Circus, Comm’s fifth album. Dilla, Questlove, and James invited Pino Palladino and Jeff Lee Johnson to Soulquarians’ cypher, with Riggins and The Neptunes also playing a hearty hand on the LP. The challenge was to push the sound forward, more “electric,” as Quest’ points out. That stemmed from D’Angelo and The Roots dropping LPs between Like Water… and T.E.C.

With Jay Dee on the drums, tracks evolved out of jam sessions like this, showing just how ambitious the MCA Records Top 50 undertaking truly was.

At Okayplayer, who premiered the footage, Questlove breaks down the footage as only he can—with some details and foggy insights that’ll blow your mind.

Thirteen years later, is The Electric Circus—which was a critical and commercial departure from Like Water…—misunderstood?

Related: Raise It Up: Grasping The Entire Greatness Of J Dilla In Retrospect (Food For Thought)