Long before it was one of the most beloved releases of the 2010s mixtape era and a career-shifter for Mac Miller, Faces was a “behemoth project” sitting in the inbox of his longtime producer and mixer E. Dan. The movie-length collection of out-there tunes features some of Miller’s most moving work, and it’s also a testament to the freeform manner in which the Pittsburgh-born artist had been making music since relocating to Los Angeles in June 2012.
“My first reaction was ‘Holy fuck this is a lot of songs done relatively quick,’” E. Dan says. “I didn’t fully appreciate how it would sit in his catalogue and I think it occupies a really important place [there] now. But to some extent, at the time, it really was me staring at 20-something songs going ‘I have a week to make these sound as good as I can.’”
Originally released in May 2014, Faces is officially on all streaming platforms as of October 15. It’s not exactly the fork in the road moment of Mac’s career—that would be 2013’s Watching Movies with the Sound Off, the ambitious, acclaimed second studio album that helped redefine Mac as a serious artist. But Faces was Mac fully coming into his own as an all-around musician, opening up about mortality, love, and drugs with real candor, while exploring fresh sonic territory. Sure, he became a major star with 2011’s Blue Slide Park, but scathing coverage of that LP had stuck with him, and put Miller in a position where he sought to reinvent himself. (“That record made Mac Miller, and then the rest of the time he spent making Mac Miller who he wanted Mac Miller to be,” says Josh Berg, Miller’s engineer and right-hand man during this period.)
The then-22 year old’s stream of consciousness lyrical approach makes the record a powerful snapshot of an exciting, but tumultuous time in his life. It’s also a crucial step for anyone to understand his progression from a blog rapper frequently dismissed as a gimmick to a brave and boundless songwriter, capable of conveying his feelings through a vivid rap verse, a crooned chorus or a tender piano arrangement.
Miller honed all these skills during a feverish stretch of creativity that began in 2012 when he finally had his own home studio. (dubbed The Sanctuary). With sanguine red lights–E. Dan describes it like being in a submarine–an abundance of bean bag chairs, and a large Buddha head, the converted pool house was a serene space where Mac and his friends could work. Making Faces was never something that was explicitly discussed, but it began to gradually take shape as Miller recorded outstanding song after outstanding song, shifting the narrative around himself seemingly in real time.
“It was more of a journey,” says singer, producer, and multi-instrumentalist Thundercat, a close friend and frequent collaborator of Miller’s. “It didn’t have a bookend.”
In a short interview around the release of Faces, Mac likened his creative process to the children’s book Harold and the Purple Crayon. He was building a new world around him as he went along, creating a haven for Los Angeles’ talented young artistic set and focusing purely on making music in a way he never had before.
“That’s what’s different, he didn’t have anything planned. That’s why the promotion for this was him fucking making a sandwich on an app,” says Quentin Cuff, Mac’s friend and then co-manager, referencing how, at first, a Faces download could only be unlocked by making Mac a virtual sandwich.
Much of the existing coverage of Faces focuses on the various L.A. musicians who were in Mac’s orbit at the time. People like Vince Staples, Earl Sweatshirt, and Syd were all important figures in his life and show up on the mixtape. But Berg says that the three constants were Miller, himself, and Thundercat–the latter of whom has three official credits on Faces, including the probing “Colors and Shapes” and the tone-setting opener “Inside Outside.”
“I felt like I lived there,” Thundercat says. “Mac made that my home, too.”
Mac’s musical vocabulary was expanding rapidly, and he was delving into instrumentation like never before. Berg recalls a trip to legendary L.A. music store Stein on Vine where Miller left with an upright bass, a bass clarinet, a violin, several percussion instruments, and a cello. (On “Friends,” Mac boasts about the cello the way some artists do their latest six-figure splurge.)
“I remember being there, Vince Staples would be sitting on the floor, talking shit on the Steelers, while some random dude would be playing keys, and Mac would be banging out drums on a sampler. I’d be doing the same,” says E. Dan. As part of the production duo ID Labs, with Big Jerm, they also worked with Mac on a handful of Pittsburgh-based sessions that yielded songs like “Therapy” when he was home visiting family during the holidays.
Though Faces often plays like a more traditional rap record with looped samples and sequenced drums, it’s filled with rich and unorthodox textures that would be explored three dimensionally on later projects. Berg says that the gossamer “Colors and Shapes” was “prehistoric Swimming,” while on “Ave Maria” Miller explores themes of persistence that come up on that record and its companion, the posthumously-released Circles. The beat for “Apparition,” produced by Berg and Miller under his Larry Fisherman alias, recalls some of the darker moments on GO:OD AM.
Thundercat likens Miller to a painter who wasn’t afraid to show the messiness of the process and the ways colores blurred together. “You can see brush strokes of it,” he says, citing the record’s dreamy instrumental interlude “55” as one of those strokes that exemplifies their process together.
That commitment to showing the work extended to the mixtape’s lyrics, too, according to Thundercat. And Faces clearly contains some of Miller’s sharpest rapping and writing. Fan favorite “Diablo” is filled with knotty internal rhymes delivered with the grace and fluidity of a Kevin Durant pull-up jumper. “Uber” is both gritty and absurdist, like a noir film directed by Spike Jonze. “Colors and Shapes” is woozy and impressionistic, but its oceanic imagery anchors the song in something that feels tangible.
“A lot of the time, you have storytellers in rap, you have people who can tell stories or a person who can tell you their story, but it’s very rare that you have a person who can paint a picture for you. And painting a pretty picture doesn’t mean that it makes you feel pretty,” Thundercat says.
In the aftermath of Miller’s fatal drug overdose in September 2018, some of the lyrical content on Faces is particularly gutting. “I shoulda died already/Came in, I was high already,” he raps on its very first verse. “A drug habit like Philip Hoffman will probably put me in a coffin,” Miller acknowledges on “What Do You Do.” His collaborators didn’t want to talk at length about the drug use taking place at the time, but didn’t deny its prevalence. Still, they pushed back on the commonly held notion that the substances were an essential component of Mac’s creative spree.
“If anything, he was already starting to get slowed down by the drugs. He would’ve maybe been too sharp,” Berg says. “He was doing something at that time, although I do really think that people do that shit despite the drugs, not because of drugs.”
While recording Faces, Miller was also shooting Mac Miller and the Most Dope Family, his popular MTV reality series that presented a much brighter and more mainstream-friendly side of him. While one might think his creative fervor would be perfect for a music-adjacent TV show, Berg says it caused some friction behind the scenes.
“It was bad news for the film crew–which producer was gonna have to go down there and pry him out of the studio?” he recalls. “And [Mac] was like, ‘Whatever, I’m gonna lose 10 grand on this flight just to go to Europe tomorrow because I don’t wanna leave the studio. I just wanna be here creating.’ Finally the whole world could fuck off and he could make music, which was all he wanted to do.”
Mac draws the distinction between who he was as an artist and who he was as a celebrity surrounded by hangers-on brilliantly on “Friends,” rapping, “My pool house studio is covered up with pencil mark/And every day, it’s full of jokers like a deck of cards.”
Faces is undeniably a dark body of work. Mac details cocaine use in unnerving detail on “Polo Jeans,” aches for love on “Wedding,” and ponders death on “Grand Finale.” But the sessions were often genial, with Miller, Thundercat and others like Vince Staples and Earl Sweatshirt reeling off gut-busting jokes.
“I felt like I was the richest man in the world just based on deep belly laughter,” Berg says. “I was laughing to the point where I felt like I was on shrooms, frequently.”
Some of the songs capture that playful energy. “Thumbalina,” a favorite for Berg, came about as a humorous response to complaints by Mac’s stuffy neighbors, who banded together to request he move. Berg showed him a Beastie Boys sample with the line “They got a committee to get me off the block,” and Miller brandished his trollish wit on the uptempo track.
With hindsight it’s clear that Miller’s move into bolder, more experimental music was a success, but at the time it was far from a foregone conclusion. Projects like Stolen Youth, the tape he produced for Staples, and Watching Movies earned him critical acclaim, but a one-time pop rap wunderkind pulling a hard left freaked out some industry figures.
“When he did Watching Movies, they said ‘If you keep making songs like this you’re gonna be back in the sprinter van. You’re not gonna have a tour bus anymore because you’re not gonna make it,’” Berg says.
Ultimately, the positive buzz around the new music begat significant interest from plenty of major labels and would-be managers (he would ultimately sign with Warner. Mac jokes about it on “It Just Doesn’t Matter” (“Q’s phone gettin’ blown up by Lyor Cohen”), but also proudly took stock of the unlikely independent rise that led to making Billboard chart history with his studio debut. On the triumphant “Here We Go,” he announces his intentions, “Tryna be a legend by tomorrow/They say I can’t, I’m determined to prove ’em wrong though/I’m not perfect but they ain’t either/I did it all without a Jay feature.”
“He didn’t sign to Roc-A-Fella because he was like, ‘I’m not gonna have it be that I needed the Jay-Z feature to get famous, for people to validate me and then people think it’s about that validation,’” Berg reveals.
This era of Mac’s career was marked by his growth as a producer, which started with Watching Movies, expanded on Stolen Youth, and went in new, surprising directions on the horrorcore-inspired Delusional Thomas and the romantic Larry Lovestein & The Velvet Revival. For E. Dan it was a little nerve-wracking, and left him wondering what ID Labs’ role would be in Mac’s next phase. But ultimately, Miller was able to blend his DIY spirit with his incredible talent for identifying the right collaborators, a constant throughout his life and career.
“He did go through that moment of ‘How much of this can I do on my own?’ but then he started to realize it was even better to have those abilities to do things on his own but then to incorporate people around him who were good at certain things,” says E. Dan. “It may have been scary at first, but ultimately it led to great experiences in the studio making music. He understood the language we were speaking as producers and engineers.”
Cuff recalls conversations about whether Mac releasing so much fringe music for free was the right move strategically, but Faces never would have been what it was if it first came out commercially. It’s populated by a whole host of unorthodox samples, from Bill Murray’s rousing motivational speech in Meatballs to an interview with psychedelic pioneer Timothy Leary to the soundtrack of the surrealist French animated film Fantastic Planet. Faces is largely intact in its move to streaming, although the Duke Ellington and John Coltrane sample on “Diablo” seems to have been replayed as opposed to lifted from the original.
“He’s the king of the deep cut,” says Cuff. “The deep cut movie, the deep cut YouTube video.”
Thundercat says he and Mac were able to recapture the alchemy of their time at The Sanctuary. You can feel it in Miller’s hugely popular 2018 NPR Tiny Desk Concert. Thundercat joins him to play bass on one song, and not only are they in perfect musical lockstep, but they share warm laughs and profound grins throughout. These are moments where we can see glimpses of the camaraderie and love that went into making Faces, which, even with the heaps of generational talents he worked with before and after, Thundercat says remains a truly singular era in his life.
“I think some of my more beautiful moments of creating and writing with people were spent in that room,” he says pensively. “I grew a lot. I learned a lot. I tried to contribute as much as I could with an open heart and mind. And I was always excited, because I knew me and Mac were gonna be on some crazy adventure.”