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Tha Carter III is the sixth studio album by American rapper Lil Wayne, released June 10, 2008 on Cash Money Records. It follows a long string of mixtape releases and guest appearances on other hip hop and R&B artists records, helping to increase his exposure in the mainstream. The album's cover art features a baby picture of Wayne and is similar to covers of hip hop albums such as Illmatic (1994) and Ready to Die (1994). Amid release delays and leaks, Tha Carter III became one of the most anticipated releases of 2008.

The album debuted at number one on the US Billboard 200 chart, selling 1,005,545 copies in its first week. It reached sales of 2.88 million copies by the end of 2008 and produced four singles that achieved chart success, including the international hit "Lollipop" and Billboard hits "A Milli", "Got Money", and "Mrs. Officer". Upon its release, Tha Carter III received general acclaim from music critics and earned Lil Wayne several accolades, including a Grammy Award for Best Rap Album at the 51st Grammy Awards. It has been certified triple-platinum by the Recording Industry Association of America and has sold 3.6 million copies in the United States.

Background and recording[]

Lil Wayne stated that producers would include The Alchemist, Cool & Dre, Deezle, Jim Jonsin, Just Blaze, Kanye West, Mannie Fresh, The Runners, Timbaland, Danja, The Sjkid, Arash, and In an interview with, Solitair of the Black Jays stated that he and Cipha Sounds produced a track called "Outstanding", which later eventually leaked. The Runners have stated that they have produced three tracks for Tha Carter III. Lil Wayne revealed that he has a track for Eminem, which he has yet to send to him. He described this song as the "craziest". However, it is thought that Eminem turned down the request.

The album features guest appearances by Fabolous, T-Pain, Brisco, Bobby V, Betty Wright, Static Major, Robin Thicke, Kidd Kidd, Jay-Z, Juelz Santana, and Busta Rhymes. MTV reported that Wyclef Jean worked on a couple of tracks for the album and that a song featuring Justin Timberlake, Nelly Furtado, and Timbaland is likely to appear on the album. However, that Timbaland-produced track did not make the final cut. David Banner confirmed that he will be credited for five tracks on the final cut of Tha Carter III, but only one is featured on the album. After the copyright controversy of "Playing with Fire", the track was later removed and replaced with another David Banner-produced track "Pussy Monster". Swizz Beatz stated he was also working on the album. When asked about how many tracks Kanye West had contributed, he answered:

   On the first visit he had five joints, on the second visit he gave me a CD with fifteen joints on it. I then told him to slow down and he left me alone, but we got a good three on the album. He confirmed that he had a few tracks on The Leak that are produced by Kanye West


Tha Carter III's lead single, "Lollipop", peaked at number one on the US Billboard Hot 100, staying at the top for three weeks. It was Wayne's most successful solo single in his career, winning one Grammy Award, a BET Award, and an MTV VMA. The song was praised as an "electro-bumpin'...infectious track", perceived as more of a "bubblegum" pop track than rap. The second track on the album, "Mr. Carter", was nominated for a Grammy while also peaking within the Hot 100. It was praised for featuring Jay-Z, which was seen as Jay-Z passing the throne to Wayne. The second single, "A Milli", was a top ten hit and was praised as one of the best songs of 2008. The song garnered countless freestyles and remixes, while Wayne's original version was praised with "spectacular rhyme". "Dr. Carter", the sixth track, was also praised for lyrical content and humor as Wayne took on the persona of a doctor performing surgery on various patients. "Tie My Hands", featuring Robin Thicke, was praised as a deep track featuring "political commentary" and "despair" with Thicke's performance being the most complementary to Wayne. "Phone Home" also features various alien metaphors reminiscent of the film E.T. the Extra-Terrestrial (1982).

Release and promotion[]


After most of the album leaked on the Internet in mid-2007, Lil Wayne used the leaked tracks, plus four new songs to make an album titled The Leak. The Leak was to be officially released on December 18, 2007, with the actual album being delayed until June 10, 2008. When questioned about the unplanned leak, Lil Wayne said:

   We have to find out exactly what's out there. I'll probably just collect all the songs that's floating around and make my own mixtape called The Leak since people want the music so bad. To tell you the truth though, there's a song I did with Kanye West out there—of course you want to save that for your album, but the rest of them songs probably wouldn't have made the album. There's a song floating around that says 'produced by Timbaland'.

On May 24, 2008, 10-second snippets of multiple songs were leaked onto AT&T Media Mall. On May 30–31, Tha Carter III was leaked internationally. The first of the leaks were distributed on May 30 at around 8pm where five songs from the track list were available on the internet. Hours later on May 31 at 12am-1am the whole album was leaked and posted on various websites for free download. The DJ responsible for the leaks was DJ Chuck T who retaliated for an interview conducted by Wayne, where he discredited all DJs and the mixtape scene days before. Lil Wayne later called DJ Drama's radio show Shade 45 Sirius Satellite Radio to explain that his comments were meant specifically for DJ Empire who leaked his materials periodically without his permission, consent, or knowledge; he also apologized for any misunderstandings between him and the numerous DJs that have aided him in the mixtape industry. He made it clear, however, that he wished for any feelings of dislike or resentment to remain.


The album's lead single, "Lollipop", topped the US Billboard Hot 100 for 5 non-consecutive weeks, making it Wayne's most successful single in his career. It features the late rap singer Static Major. The album's second single, "A Milli", was another top ten. It reached #6 on the Billboard Hot 100. It also won a Grammy for Best Rap Song. The video for the second single, "A Milli", was set to be released in May, and has since been mainstreamed. Multiple versions of the track were to be included on the album as "skit-like" tracks, featuring artists such as Tyga, Cory Gunz, Hurricane Chris and Lil Mama. Another artist, 13-year-old Lil Chuckee, was also set to appear on one of the "A Milli" skits. None of the skits made the final cut of the album. The third single is "Got Money", featuring T-Pain. It reached #10 on the Billboard Hot 100. The fourth single is "Mrs. Officer", featuring Bobby Valentino. It made the Top 20 in just four weeks. "Lollipop", "A Milli", "Got Money", and another track, "Mr. Carter", were nominated for a Grammy. Lil Wayne also performed "Tie My Hands" with Robin Thicke at the 51st Grammy Awards.

The album also featured the releases of promo singles. "3 Peat" peaked at number 66 on the Billboard 100. "You Ain't Got Nuthin" featuring Fabolous and Juelz Santana was released as a promo single, peaking at number 81 on the Billboard 100. "Mr. Carter", featuring Jay-Z, peaked at number 62 on the Billboard 100, number 27 on the Hot R&B/Hip Hop Songs chart, and number 13 on the Top Rap Songs. It was nominated for a Grammy for Best Rap Performance by a Duo or a Group in 2009.


On July 24, 2008, Abkco Music Inc. filed a lawsuit against Lil Wayne for copyright infringement and unfair competition, specifically referring to the track "Playing with Fire". In the lawsuit, Abkco claims that the song was obviously derived from The Rolling Stones' "Play with Fire", to which Abkco owns the rights. Subsequently, "Playing with Fire" was removed from the tracklist of Tha Carter III on all online music stores and replaced with the David Banner produced track, "Pussy Monster".

On March 2011, producer Deezle (Darius Harrison) sued Wayne and his parent labels Cash Money Records over unpaid royalties from Tha Carter III album. On May 2011, producer Bangladesh also filed a lawsuit against Weezy & Co. over unpaid royalties as well. In early June 2011, another producer named David Kirkwood filed a lawsuit against Young Money Entertainment and Cash Money Records on claims that the labels have failed to pay him over $1.5 million dollars in royalties and production services for his work on the album, also including his songwriting on "Love Me or Hate Me", a bonus song featured only on the deluxe edition of the album. Also in June 2011, Dallas producers Play-N-Skillz filed a lawsuit against him claiming Wayne owed them at least $1 million in unpaid royalties for "Got Money" from Tha Carter III.


Commercial performance

With opening day sales figures of approximately 423,000,[ the album sold 1,005,545 copies in its first week in the United States. With its first week sales, it is the largest first week sales for any album in 2008 in the United States and the first album to reach the million mark in one week since 50 Cent's The Massacre (2005). Tha Carter III has also reached the top spot in the Canadian Albums Chart, selling nearly 21,000 units. Elsewhere, the album achieved moderate success, entering at only number 23 in the UK and number 34 on the Irish Album Chart. In the album's second week, it sold a reported 309,000 copies, helping Tha Carter III towards becoming Lil Wayne's most successful selling album to date.

Tha Carter III had sold approximately 2.88 million copies in 2008, after selling another 985,000 and 964,000 in two week span week June 24–July 8 and well over 697,000 the following week in a 7 day span, becoming 2008's best-selling album. By the end of 2008, it was named the best-selling album of the year in the United States by Billboard. On February 12, 2009, the album was certified triple-platinum by the Recording Industry Association of America (RIAA), following shipments of three million copies. As of July 2011, it has sold 3.6 million copies in the US.

Critical response

Tha Carter III received general acclaim from music critics. At Metacritic, which assigns a normalized rating out of 100 to reviews from mainstream critics, the album received an average score of 84, based on 26 reviews, which indicates "universal acclaim". Allmusic editor David Jeffries gave it four out of five stars and praised Wayne's "entertaining wordplay and plenty of well-executed, left-field ideas". NOW gave it a five out of five rating and called it a "sub­versive masterpiece".The Guardian's Alex Macpherson lauded Wayne's rapping, stating "Just trying to keep up with Wayne's mind as he proves the case is a thrill. He breaks language down into building blocks for new metaphors, exploiting every possible semantic and phonetic loophole for humour and yanking pop culture references into startling new contexts". Rolling Stone writer Jody Rosen commended its themes and stated "This isn't a mixtape, it's a suite of songs, paced and sequenced for maxaqimum impact." Jonah Weiner of Blender gave the album four-and-a-half out of five stars and called it "a weird, gripping triumph". Jon Pareles of The New York Times commented that Wayne "has clearly worked to make 'Tha Carter III' a statement of its own: one that moves beyond standard hip-hop boasting (though there's plenty of that) to thoughts that can be introspective or gleefully unhinged". Pitchfork Media's Ryan Dombal stated, "he distills the myriad metaphors, convulsing flows, and vein-splitting emotions into a commercially gratifying package". In his consumer guide for MSN Music, critic Robert Christgau gave it an A- rating, indicating "the kind of garden-variety good record that is the great luxury of musical micromarketing and overproduction. Anyone open to its aesthetic will enjoy more than half its tracks." Christgau noted that "every track attends to detail" and quipped, "From the start you know this is no mixtape because it's clearer and more forceful."

The Washington Post's J. Freedom du Lac commended Wayne for his "impulses to be outrageous and unconventional", calling him a "nonsensical genius", but found the album "uneven". Tom Breihan of The Village Voice described it as "a sprawling mess, and it clangs nearly as often as it clicks" and "a work of staggering heights and maddening inconsistencies", but commended Wayne for his unconventional performance, stating "On paper, this is a textbook focus-grouped major-label hodgepodge, replete with girl songs and club songs and street songs. But every facet of the album comes animated and atomized by Wayne's absurdist drug-gobbling persona". Drew Hinshaw of PopMatters gave it an eight out of 10 rating and stated "Tha Carter III is a monumental album full of powerful, self-defeating statements that obliterate rap's internal logic without offering too much more than indifferent bong logic in return. Judged, however, as a collection of singles and quotable verses—the criteria on which we've been grading hip-hop records since the end of disco—Tha Carter III is an agonizing piece of work". Jeff Weiss of the Los Angeles Times gave the album three out of four stars and found it "scattershot", stating "When Wayne's mad alchemy works, Tha Carter III evinces shades of brilliance that merit the wild hype, but in its transparent attempts to define its era, it fails, falling victim to the imperial bloat of its big-budget mishmash of styles." Jon Caramanica of Entertainment Weekly wrote that "this schizoid album is alternately mesmerizing and inscrutable." Slant Magazine's Dave Hughes viewed that it lacks a "focus" as an album and stated, "while there are a lot of great moments here, Carter III is not the definitive statement of Wayne's mastery that he clearly intended it to be." Brandon Perkins of URB commented that "As a sum of its parts, Tha Carter III does not transcend, but a good number of those parts are otherworldly enough."


Tha Carter III was ranked number one in Blender's list of the 33 best albums of 2008. It was also ranked number three on Rolling Stone's list of the top 50 albums of 2008. It was nominated for a Grammy Award for Album of the Year, and it won for Best Rap Album at the 2009 Grammy Awards, while "Lollipop" won for Best Rap Song and "A Milli" won for Best Rap Solo Performance. Billboard magazine ranked the album number 103 on its list of the Top 200 Albums of the Decade.

Track Listing[]

No. Title Producer Length
1 3 Peat Maestro 3:19
2 Mr. Carter (Feat. Jay-Z) Drew Correa & DJ Infamous 5:16
3 A Milli Bangladesh 3:41
4 Got Money (Feat. T-Pain) Play-N-Skillz 4:04
5 Comfortable (Feat. Babyface) Kanye West 4:25
6 Dr. Carter Swizz Beatz 4:24
7 Phone Home Cool & Dre 3:11
8 Tie My Hands (Feat. Robin Thicke) Robin Thicke 5:19
9 Mrs. Officer (Feat. Bobby V) Deezle 4:47
10 Let the Beat Build Deezle & Kanye West 5:09
11 Shoot Me Down (Feat. D Smith) D Smith 4:29
12 Lollipop (Feat. Static Major) Deezle & Jim Jonsin 4:59
13 La La (Feat. Brisco & Busta Rhymes) David Banner 4:21
14 Playing with Fire (Feat. Betty Wright) StreetRunner 4:21
15 You Ain't Got Nuthin )Feat. Juelz Santana & Fabolous) Deezle & The Alchemist 5:27
16 Dontgetit Rodnae 9:52
United Kingdom Bonus Tracks
17 Action Deezle 3:45
Itunes Bonus Tracks
17 Lolipop (Remix (Feat. Kanye West & Static Major Deezle & Jim Jonsin 4:21
18 Prostitute 2 Maestro & Deezle 5:00
Deluxe Edition Bonus Tracks
17 I'm Me DJ Nasty & LVM 4:55
18 Gossip StreetRunner 3:25
19 Kush Maestro 3:42
20 Love Me or Hate Me GX 4:00
21 Talkin' About It DJ Infamous 3:31
Target Limited Deluxe Edition Bonus Tacks
17 Action Deezle 3:45
18 Whip It Deezle 6:01
19 I'm Me DJ Nasty & LVM 4:55
20 Gossip StreetRunner 3:25
21 Kush Maestro 3:42
22 Love Me or Hate Me GX 4:00
23 Talkin' About It DJ Infamous 3:31


  • Kidd Kidd is uncredited for his work on "Mrs. Officer"
  • Playing with Fire" was replaced on later pressings with "Pussy Monster" due to an ABKCO Records lawsuit
  • A Milli" contains samples of "Don't Burn Down the Bridge" by Gladys Knight & the Pips and "I Left My Wallet in El Segundo (Vampire Mix)" by A Tribe Called Quest.
  • Comfortable" contains samples of "You Don't Know My Name" by Alicia Keys and "Player's Ball" by OutKast.
  • "Dr. Carter" contains a sample of "Holy Thursday" by David Axelrod.

"Let the Beat Build" contains a sample of "Day by Day" by Eddie Kendricks.

  • "Dontgetit" contains a sample of "Don't Let Me Be Misunderstood" by Nina Simone.
  • "Action" contains a sample of "I'm So Hood" by DJ Khaled.
  • "I'm Me" contains samples of "Go D.J.", "Fireman", "Hustler Musik", and "Cash Money Millionaires" by Lil Wayne, "God Moving Over the Face of the Waters" by Moby, and "Rubberband Man" by T.I..
  • "Gossip" contains a sample of "Stop in the Name of Love" by Margie Joseph.
  • "Kush" contains a sample of "Honey Wild" by Con Funk Shun.

"Ms. Officer" interpolates "Crooked Officer" by The Geto Boyz


  Sol Marcus – composer
  Vlado Meller – mastering
  Sha Ron Prescott – vocals
  Pro-Jay – engineer, musician, producer
  James Scheffer – composer
  Miguel Scott – engineer
  Swizz Beatz – producer
  Robin Thicke – musician, producer
  Julian Vasquez – engineer
  Gina Victoria – engineer
  Kanye West – producer
 Angelo Aponte – engineer
  David Banner – producer
  Joshua Berkman – digital editing
Mendoza Bermudez – mixing assistant
  Sandy Brummels – creative director
  Katina Bynum – project manager
  Gloria Caldwell – composer
  Ludas Charles – keyboards
  Andrew Dawson – mixing
  Jim Jonsin – producer
  Jonathan Mannion – photography
  Fabian Marasciullo – mixing