An oral history of Mac Millers 2014 opus, excerpted fromThe Book of Mac.
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Faces actually started forming in my blanket; got some demons in there.
Mac Miller
I write through my trauma.
It may well have taught me that the purpose of great writing is to elevate the person receiving it.

Mac vacillates between emotional peaks but his rapping is at its best.
The song is ripe with angst.
The fallacy of a smile is the core essence ofFaces.

Mac flourishes in confounding spaces; about to die, he sprouts and blooms.
For him, the precipice is a sexy place, everything extreme and laden with meaning.
(Mac said as much about his drug use in his 2016Faderdocumentary.)
As anxiety permeates the tape, It Just Doesnt Matter stands as one of its most human moments.
I bust your speakers with some bullshit rap / Im on drugs, all my new shit wack).
Mac Miller found freedom onFaces, and so many of us usedFacesto find our own solace.
That should be his legacy.
Josh Berg(recording and mix engineer, producer): WithMacadelic, we were client and vendor.
I was studio staff.
I came with the room, although we enjoyed each other.
The work was brilliant.
We were at the height of our flow.
We knew each others languages and shared so much creative experience and references.
We didnt need to speak.
He would walk in the booth without mention.
I would hit record.
I knew when to punch and edit, every effect and treatment.
As I became aware of this, I made it a point to stretch it as far as possible.
We could nearly do a whole song without discussion.
I never knew what the plan was, but Therapy mightve been the first one I sent him.
E. added the bass.
I dont remember the beginning of the whole [Faces] process.
To me, it was random.
When we were working on those, I knew definitely thats what we were doing.
With mixtapes, they were more like … we never stopped working.
When we were in the room together, we were gonna make music thats what we did.
Im sure thats the case withFacesbecause it was in between labels.
I had no idea what he was doing.
I knew he was courting some labels [and] had left Rostrum.
I thought he was gonna wait til he got with a new label to work on a project.
I just didnt know they were gonna be onFaces.
Josh Berg: It was during the run-up to the project.
We were heavily recording and [Mac] was not sleeping very much.
He reported vivid hallucinations, seeing faces in his blanket.
This was profound to him.
He knew he was far from shore, but he also heard the siren song of revelation.
He explored this philosophically.
There were songs composed about people with imaginary friends that only they could see.
He seemed fascinated by these ideas: the imaginary and imagination.
Who is really there anyways?
Is that so static?
He put his musicianship first.
I knew who he was; I heard his name mentioned many times.
The funny thing we always talked about is: Neither of us could remember how we met.
Did I just show up at your house one day?
Did you pick me up somewhere?
I dont know how we met.
But I remember … it definitely started with our working relationship, and we immediately took to each other.
Josh Berg: In 2014, Mac Miller was free [from any label].
That was the only place he really wanted to be.
He freestyled that … That punch in of profound statement was just coming out of him constantly.
Thundercat: That song is a special song to me.
There was a little bit of everything.
There was a different part of the spectrum showing between both of us at that point in our lives.
We were really in it.
We were in it for the creative energy.
We were in it for where the feeling meets the technicality, meets the ability to process.
And so many other elements.
On [Faces], he had a bit of a breakthrough, personally.
Even when hes saying, On the inside, Im outside, all the time, it felt prophetic.
And you felt it.
Josh Berg: They would just be hanging out in the room and burst into jams spontaneously.
This was the whole point: to see what would intuitively come from the conversation.
We had albums of this stuff.
So many moments, from meetingRonald Bruner, who was quite a bit more boisterous than we imagined.
Theres a level of communication that gets masked in the ability.
Different things hide themselves away sometimes.
Its almost like speaking in code.
Me and him, we would always be trying to speak a different language to each other.
We always had something to say; we always had something to play.
We would go full-on with ideas.
We would never stop playing.
He would be playing piano; I had my bass plugged up.
We were always trying to be in each others heads.
E. Dan: Ive only gained the perspective of how fucking incredible it is over the last few years …
Inside Outside I love, and I love that Josh is screaming all over it in the background.
The Rick Ross track [Insomniak], I loved that.
Big Jerm: Actually, my friend Shod Beatz had that sample.
We both use FL Studio, so he sent me the project file.
We had the 808s.
I sent that over and didnt really hear much.
I assume he recorded it, and then he sent the Rick Ross part.
That was pretty cool, just to hear Rick Ross on one of our beats.
Another time I literally rolled on the floor laughing when Mac burst into an operatic pass on a song.
So much music was done.
There were at least half a dozen albums in progress at the time.
We went back to the house and started jamming.
OmMas played the flute.
There was the intro to one of the lost albums featuring SZA and its one of my favorites.
Mac absolutely killed that organ.
And, of course, SZA did an amazing verse.
Still gets stuck in my head all the time.
I remember doing Thumbalina.
Its not hard to see how that one got started.
Big Jerm: You could hear the trajectory fromMacadelic.
They have a similar vibe to me.
When he putFacesout, I was like, Wow, 24 songs.
I always tell people, for an album, I think ten to 14 songs is good.
You never want it to feel too long, butFaces, I think is … 85 minutes long.
I love this shit.
Big Jerm: He picked the right beats to all fit together.
He definitely is getting deeper on it too.
I get lost in the beat part of it.
Im listening to the snare when everybody else is listening to the lyrics.
E. Dan: There was a looseness to it.
I dont think he did a lot of second-guessing.
I think he was going through some dark times making that record.
I havent quite nailed down why that is.
When he was going through a lot of difficult times …
If I was around him, hed do a good job of not letting me know that.
Its hard for me to say exactly what space he was in, you know?
Maybe not the roughest times.
Maybe some of those were still yet to come.
But it maybe was the beginning of some dark days.
For better or for worse.
And it resonates with people.
Josh Berg: I feel conflicted about it.
Some things defined the period as an ultimate immersion in philosophy and other things represent his struggles with drugs.
Cocaine references in particular did not fit the braggadocio of rap.
Its much more of a secret drug.
It just felt so vulgar and wrong.
Thundercat: He started blending the worlds together.
Theres instrumental pieces on there; theres parts where hes playing the different instruments.
Hes going into some vicious rapping.
He stopped separating the creative energies.
He saw it and said, This is one and the same.
This is the same person.
It came out almost like vomit; thats how it happens sometimes.
He let everybody see what it all was.
If it has a face, it is a being throw in of idea.
The different faces we wear, the faces of our friends and family.
E. Dan: Also, its his least overthought project.
He didnt let himself get in the way.
WithFaces, there was this sense of freedom in so many ways.
He just left Rostrum.
There was just this freedom to him.
It was a combination of those things.
E. Dan: I think he was simultaneously with every project incredibly proud and, at the same time …
He probably secretly hated half of it and wanted to redo everything ten times over.
Thats a typical thing for an artist.
Youre always growing, so the last thing you did is your favorite thing.
He was probably right on to the next thing.
I got the impression from him thatFaceswas like, I need to get some of these songs out.
Thats part of where its beauty lies: He didnt overthink it.
This excerpt has been edited and condensed for clarity.
Excerpted from the bookThe Book of Mac: Remembering Mac Millerby Donna-Claire Chesman.
Copyright 2021 by Donna-Claire Chesman.
Available October 26