In 2002, things were getting interesting for will.i.am. Early Black Eyed Peas Heads know that while the group had a major label contract and were working with stars, they were up against the ropes at A&M Records. In two albums, Will, apl.de.apl, and Taboo had not found the success that their backers were likely expecting. This was the latest challenge in a career that had begun 10 years ago for will and company.

Performers at The Good Life Cafe, the Atban Klann (will.i.am and apl.de.ap) would later ink a contract to Eazy-E’s Ruthless Records, making some experimental, Jazz-informed Hip-Hop at the pioneering Gangsta Rap imprint. So by 2002, Will was undoubtedly feeling the pressure, of making it in the music business after two rocky runs. The year prior, will released Lost Change, his (rarely-discussed) solo debut on BBE Records. It was an early “Beat Generation” release, but another reminder that Will was out to honor his roots in the music, and yet grow his name at the same time. However, what nobody knew is that Will and B.E.P. were at work on Elephunk. Eventually released in 2003, this album not only introduced Fergie to the trio, it also revamped the group’s sound to appeal to Pop markets, and in turn, become superstars. Guests like Chali 2na and De La Soul were replaced by Justin Timberlake (fresh off of N*SYNC) and Papa Roach.

Rumblings must have been happening around Los Angeles. Because when will.i.am returned to a hardcore Hip-Hop audience, the judgement was clear. DJ Dusk had created “Rootdown Soundclash” at the City Of Angels’ Rootdown club. There, the esteemed MC, host, and promoter began setting up battles between producer/DJs. Like the MC battles featured in 8 Mile, these were talent-driven showcases designed to revive the spirit of competition and move the crowd with excitement.

After Madlib and Cut Chemist had notably battled amidst the meteoric rise of each, DJ Dusk scheduled will.i.am to battle Thes One. An MC/producer with another L.A. outfit, People Under The Stairs, P.U.T.S. had taken a very different road than B.E.P. The group was making international noise after two albums through dusty samples and nostalgic-minded rhymes, but remaining on the fringes of the underground, while J5, Dilated Peoples, Madlib, Planet Asia, and Black Eyed Peas had clearly pushed through. So, there was a ton of subtext to the battle.

will.i.am was beginning to be quietly accused of abandoning his core, while Thes One was the underground hero everybody was pulling for. In many ways, the April 25, 2002 meeting (13 years ago this weekend) was “David vs. Goliath.” However, Will was only at the landing to his stairway to come over the next decade. Meanwhile, Thes was entering a 2000s run that would include a series of acclaimed P.U.T.S. albums, side projects, and production for the likes of Murs and others.

The battle itself may eclipse the hype. Thes One brought traditional equipment and some primitive mixer software, while will.i.am brought an Apple monitor and plenty of software (with some hardware too). Look around the stage and Heads can see some major players in the SoCal sound. Thes came in a “Baron” costume, while will would bring a sweater that would not stay on—a sticking point. Certainly contemporaries, possibly friends in real-life, these two artists were heated through the battle rounds that last nearly one hour. Thes One chides will for removing his shirt, by working Jermaine Stewart’s hit, “We Don’t Have To Take Our Clothes Off” (also possibly a subliminal diss). Then, will upsets the crowd by telling everybody that he’s basically too busy for this, keeping JT waiting. Meanwhile, Thes stresses, “The Baron is not a rich man, the Baron is a humble man,” responding to will.i.am in the next round. Each artist’s reaction to their own sonic concoctions could also be accused of grandstanding, from Thes’ pageantry to Will’s bigger-than-life dancing and head-nodding. Heads who know Will and Thes’ beats, will hear the basis for several would-be songs, most notably the thumping bassline for Game’s “Compton,” which would release more than four years later. At the very end, the hug and embrace is quick, but meaningful between these two beat-masters with different paths.

If you enjoy this, purchase B+ and Eric Coleman’s DVD of the affair.

Thirteen years later, who do you think won? What artist would you like to see come back to their roots for a root-down like this?

Rest In Peace DJ Dusk.

Related: Ever See This Real Hip-Hop Moment with Mos Def, De La Soul, Nas, Will.I.Am & More (Video)