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The late Tupac Shakur's second album recalls the densely sampled sonic strengths of Public Enemy's Fear of a Black Planet, except here the bass lines are cranked and the sly samples tend to the gentler touches of Motown and Curtis Mayfield than James Brown. This contrast between hard and soft is appropriate because Shakur is as likely to sweetly honor black sisters ("Keep Ya Head Up") as he is to get angry in your face. Consequently, even with guest spots including the Ices Cube and T., 2Pac's strong raps remain this joint's real shining star. --David Cantwell