UGK’s Raw, Undeniably Southern Debut

On the 30th anniversary of the Port Arthur rap duo’s ‘Too Hard to Swallow’

On April 21, 2022

UGK never were the most glamorous of Southern rap duos, or duos in general. 

Despite a boisterous personality from Chad “Pimp C” Butler and a steely menace from Bernard “Bun B” Freeman, the Underground Kingz rose as most men do: from gifted measures despite hard-scrabble surroundings.

At their heart, they were two men from Port Arthur, Texas — an oil-driven gulch of land, power plants about an hour-and-a-half outside of Houston. Both grew from the kind of humble beginnings made for a J.D. Salinger book where the protagonists grew up in a moderately big small town and, due to Reaganomics, broke the concept of innocence in order to make a dollar. It’s why the most famous side character in the annals of UGK lore is Pimp C’s “baby mama’s brother,” who fronted him his first kilo of cocaine.

By the time they were 19, they crafted a crude, yet wholly Southern, debut album titled Too Hard To Swallow. Four years later, they’d craft one of the more preeminent rap records, in spite of label malfeasance, in Ridin’ Dirty.  By the time they were in their early 30s, one had risen to become a hip-hop deity and the other, a strong firebrand and elder statesman who taught at Rice University, is touted as the unofficial mayor of Houston and is an ambassador for the culture at large.

How UGK reached this hallowed plateau — revered as Southern giants whose legacy is fulfilled through honest tales of life as the rest of the world basked in the consistent con of the drug game — is through steady resolve and defiance. Their record deal with Jive Records in 1992 came after not responding to Def Jam, a label that had Bun’s undivided attention. It would be years before Jive fully bought into what UGK meant as Southern rappers. 

Pimp C had an ear for classic soul samples from Willie Hutch, The Meters, Bootsy Collins and a host of others. To him, their respective sounds would be the foundation of what UGK represented sonically. “You remove the sample, you remove the essence of the song,” Pimp C told journalist Andrew “Noz” Nosnitsky for Scratch in 2007. As a self-taught musician who, at one point, performed at Carnegie Hall as a teenager, the younger member of UGK crafted records such as “Something Good,” “Cocaine In the Back of the Ride” and “Use Me Up” when he was only 17. A perfectionist to the core, he famously felt slighted when André 3000 didn’t want to rap over his drums from UGK’s biggest solo hit, “International Players Anthem (I Choose You).”

Jeff Sledge, who worked as an A&R for Jive Records during the latter days of UGK’s tenure on the label, recalled Pimp’s anger on ItsTheReal’s A Waste Of Time podcast. “Fuck André, man,” Pimp told Sledge at the time. “How the fuck he gon’ send my shit back and take my drums out?” 

Jive Records would get a far greater tongue-lashing when it came to Too Hard To Swallow. As Bun recalled, UGK’s 1992 debut failed to fully capture the entire realization of the Underground Kingz as a group. Most of the album was built from an even rawer EP released with Russell Washington’s BigTyme Records, titled The Southern Way. Songs like “Pregnant Pussy” wouldn’t make the final cut, but due to sample clearances, the blaxploited drive samples from Chaka Khan, The Isley Brothers and Bill Withers would be replayed by studio owners Shetoro Henderson and Bernie Bismark, who re-recorded portions of songs that previously contained samples. In Pimp’s eyes, it diluted what he had created and drove him to the point of loathing the album.

Too Hard To Swallow had a lot of samples that didn’t clear,” Bun told journalist Sama’an Ashrawi for The Nostalgia Mixtape podcast in 2020. “The record company actually went in and reproduced the records without us knowing, like went in the studio and let somebody else create other beats around some of the songs.”

The genius within Too Hard To Swallow arrives when you realize it is an album of promising sonic development and two rappers wanting to find their footing as the rappers from their section of Texas. Dallas had The D.O.C., who ventured west to learn under Dr. Dre. Houston had The Geto Boys, a three-man outfit who turned hip-hop on its axis with the paranoia driven “Mind Playing Tricks on Me” in 1991. The song effectively put Southeast Texas hip-hop on the map, even driving UGK to craft a sequel along the same vein, a Pimp C solo track titled “Feel Like I’m the One Who’s Doin’ Dope.”

At over six minutes in length, “Feel Like I’m the One” is the longest song on Too Hard To Swallow by a slim margin. It takes Scarface’s initial delusions about love and loss and pairs them with the stench and deceit of the crack cocaine trade. For three verses, Pimp C tosses and muses over sex, murder and mayhem while realizing he’s firmly unaware of a sense of reality. At one point, he contemplates suicide while being chased by the police, “Before I go I'll put a bullet in my head / I try to hold ’em back but the teardrops comin’ down.” By the time the song is over, the listener is caught up in Chad’s lunacy, and even his hearty laugh at the conclusion isn’t enough to make one believe he’s fully out of the woods.

On later, more personal records like “One Day” and “Diamonds & Wood” from Ridin’ Dirty, the firmest collection of Pimp’s thoughts play out. As a teen, he aligned himself with the rappers he looked up to. He prided himself on being signed to the same label as Too $hort, but while Oakland’s ghetto detailed one story, it had a cousin in the area affectionately known as Short, Texas — where friends could die over dice games, children could die in house fires and the relationship between a man and woman could be strained and wrung out to a simple sentence of fighting and making love.

Those smaller sections of the South would play a key role in UGK becoming revered, as men who could make Port Arthur, Texas, feel as important as Houston or New Orleans or Atlanta.

“Lake Charles, Louisiana; Jackson, Mississippi; places in Texas — those were primarily the first cities to support us,” Bun told MTV News in 2005. “Because we were small-town cats, we spoke from a small-town mentality, and a lot of the small-town people felt that and latched onto it immediately.”

Everyone in Port Arthur may not have had dreams of crafting music like UGK, but every teen and young adult in Port Arthur knew someone living the raps of UGK.

What connects Texas to those specific cities is Interstate 10, a connector highway, which, in totality, stretches from California to Florida. Between Texas, Louisiana and Mississippi is over 1,000 miles of terrain from Port Arthur to Lake Charles to Jackson. Through its own version of interstate commerce, it’s also known as one of the more noted drug channels from Texas to the rest of the southeast, famously rapped about by Houston rapper Z-Ro on “Mo City Don.” It’s here where the genesis for songs like “Cocaine In The Back Of The Ride” and “Pocket Full of Stones” begins, even as the latter song would become the base for UGK’s greatest rapid-fire form of expression, “Murder.”

The obvious horns from Curtis Mayfield’s “Freddie’s Dead” pulse through “Cocaine In the Back of the Ride,” and in between sending shoutouts to all of PA’s dope dealers, Bun and Pimp boast about sexual prowess and being neighborhood superstars and moving a cartoonish amount of drugs: “’Cause I move tons of dope, 24 hours a day / Cocaine from Argentina to the ’Frisco bay.”

As teenagers, Pimp and Bun’s craft shifted around saying wild, outlandish things to align with their idols and peers. They’d become more refined, defiant and direct as time progressed with their careers, but nothing on Too Hard To Swallow feels as paramount or groundbreaking as “Pocket Full of Stones.” Easily identifiable soul samples may have been part of Pimp’s early repertoire as a producer, but the version of “Pocket Full of Stones” that made UGK’s debut features Eugene McDaniels’ “Freedom Death Dance” as groundwork, and the UGK duo having conversations with fiends and customers.

The song would grow legs, eventually growing in mythology due to an authorized remix for 1993’s Los Angeles coming-of-age drama Menace II Society. In Pimp’s eyes, the song was the saving grace of the album and made UGK fit in a pocket where, even as teenagers, they recognized the con of dealing drugs. Of getting trapped into a cycle of death and destruction. As long as it funded their music careers, it felt as if it delivered no pain at all. The poise of UGK as storytellers made them not view the end result of the drug trade to appear like Nino Brown in New Jack City, for Port Arthur had no glitzy high rises or spaces to let loose. They were still teenagers, assuming the position of two-dimensional characters. 

As growing men, they came to realize the drug game had its treachery, but with a sting not so much different from the one KRS-One gave them when they inked their deal to Jive. Everyone in Port Arthur may not have had dreams of crafting music like UGK, but every teen and young adult in Port Arthur knew someone living the raps of UGK.

The success of Too Hard To Swallow came in spite of near label sabotage. The group didn’t have an official video for the album’s lead single at the time, as the one made for “Tell Me Something Good” didn’t see the light of day for nearly 15 years. “Use Me Up,” the album’s second single, did get a music video. Outfitted with a storyline matching Pimp’s lyrics of being sprung and strung out over a girlfriend, one of the first televised images of UGK features him at 19, rocking a Houston Oilers snapback with a Nirvana T-shirt. He was still youthful, a teen whose book smart partner attempted to steer him clear of simple vices.

Years later, they’d stake claim to No. 1 albums, curate anthems around hazy nights in Houston, steal the show from JAY-Z (who said he was a fan of theirs) and more. The greatness of Pimp and Bun was well secured long before Bun went on a one-man stretch through hip-hop in the name of his brother. It became more realized as time progressed.

Over the course of five albums during his lifetime, Pimp C and his partner-in-rhyme Bun B would rewrite the ethos behind being a drug dealer in the South. Compared to future works in UGK’s expansive catalog, where the musicianship was far greater tied to unflinching rhymes regarding the drug trade, relationships, wins and losses, their 1992 debut album Too Hard To Swallow is UGK at their rawest. Cobbled together with some of their earliest recordings, it’s a modest debut album in terms of scope, but it laid the foundation for the greatest rap duo Texas ever produced.

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Profile Picture of Brandon Caldwell
Brandon Caldwell

Brandon Caldwell is a writer born and raised in Houston, Texas. A writer for himself and others, his work has been published in Entertainment Weekly, Texas Monthly, Pitchfork and more. He's also a member of the Texas chapter of the Recording Academy and attended the University of Houston.

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