Nov 11, 2026 · Album review · 11 min read

Drake “Take Care” at 15: The Producers, Every Sample and 40’s Underwater Sound

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Released on November 15, 2011, Drake’s second album turned a producer-engineer from Toronto into the most copied sound of the decade. Who made each beat, what was sampled and how it was done.

On November 15, 2011, Drake released Take Care, an 80-minute album about money, loneliness and calling people you shouldn’t call at 3 a.m. It sold 631,000 copies in its first week, won the Grammy for Best Rap Album and, fifteen years later, has never really left the Billboard 200.

This piece looks at it the way a producer would: who made each beat, what was sampled, and how Noah “40” Shebib got the muffled “underwater” sound that half the rap and R&B of the 2010s went on to copy.

Short answer: who produced Take Care?

Noah “40” Shebib produced most of Take Care: counting the booklet credits, he is on 14 of the 18 standard tracks, often next to a second producer. The rest came from T-Minus (“Make Me Proud”, “HYFR”, “The Motto”), Boi-1da (“Headlines”, with 40), Just Blaze (“Lord Knows”), Jamie xx (“Take Care”, with 40), and The Weeknd with Illangelo and Doc McKinney (“Crew Love”, “The Ride”). Drake co-produced three songs, and 40 also recorded and mixed the album, which is why it sounds like one long late-night session rather than a playlist of producers.

Take Care producers and samples by song

Every track, who produced it and what it samples, according to the album’s credits:

Credits from the album booklet as listed on Wikipedia, checked on November 11, 2026. Stereogum names Nikhil Seetharam with T-Minus on “Make Me Proud”, while the booklet credits Kromatik. “None credited” means no sample appears in the official credits, not that nothing was borrowed.

What stands out, looking at the table as a producer: the samples are mostly Southern rap and 90s R&B, not soul or jazz. DJ Screw, E.S.G., Playa, SWV, Jon B., Juvenile. Drake was paying tribute to Houston and New Orleans, and 40 slowed and softened those sources until they fit the mood. Our College Dropout samples guide shows the opposite approach from seven years earlier: sped-up soul, front and center.

What does “Take Care” sample?

The title track is a chain of three versions of the same song. “I’ll Take Care of You” was written by Brook Benton and first recorded by Bobby “Blue” Bland in 1959. Gil Scott-Heron covered it on his 2010 comeback album I’m New Here, and in February 2011 Jamie xx of The xx remixed the whole record as We’re New Here, turning that cover into “I’ll Take Care of U”, with steel-drum melodies and a house pulse under Gil’s voice.

Drake and 40 built their song on Jamie xx’s version: Jamie xx is credited as producer next to 40, and Gil Scott-Heron is credited with background vocals. Gil died on May 27, 2011, six months before the album came out, so he never heard the finished song. Rihanna sings the hook. Released as a single on January 17, 2012, it peaked at No. 7 on the Hot 100.

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Gil Scott-Heron, Jamie xx – I’ll Take Care Of U · XL Recordings

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Drake – Take Care ft. Rihanna (official video)

Why was Take Care delayed?

Samples. The album was first planned for October 24, 2011, Drake’s 25th birthday. In early October he wrote on his OVO blog that he could either drop songs to keep that date or wait a few more weeks to clear three samples, and chose to wait. The FADER and other outlets reported the post on October 10, and the album moved to November 15. Wikipedia names the three songs as “Take Care”, “Cameras” and “Practice”, which matches the credits above; the reports at the time didn’t list them. It leaked anyway, about nine days before release.

For anyone who samples, that is the useful lesson: even a major label with a top-selling artist had to push a release for clearances. A source you can’t clear is a song you can’t release.

Marvins Room: the song that set the mood

“Marvins Room” came out first, on Drake’s October’s Very Own blog on June 9, 2011, five months before the album. It is 40 alone on production: a slow pulse, dark keys, and a muffled low end that leaves the whole middle for Drake’s drunk phone call. Wikipedia says it was recorded in April 2011, reportedly at the Los Angeles studio Marvin Gaye once owned, which gave it the name. Chilly Gonzales plays the piano outro, and Adrian Eccleston adds guitar.

The woman on the phone is singer Ericka Lee, uncredited. In 2012 she sued for a songwriting credit; the case settled out of court in February 2013. The song peaked at No. 21 on the Hot 100, but its life outside the charts was bigger: it is the template for a whole generation of slow, confessional R&B-rap.

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Drake – Marvins Room (official audio)

What is 40’s “underwater” sound?

It is the sound of Take Care: keys and samples that seem to come from the next room, warm and dull at the top, with deep bass underneath and Drake’s voice clear and close on top. Most people assume it’s a low-pass filter. In Native Instruments’ 2016 mini-documentary on him, 40 explains it differently: he lowers the sample rate of the sound, so the high frequencies are never captured in the first place, rather than recording them and filtering them out. His reason is space: the top of the spectrum is left free for the vocal.

Native Instruments now sells his sounds as 40’s Very Own Keys and Drums, and its product page describes the keys exactly that way: “downsampled”, with a dedicated “40” macro for the underwater effect.

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Toronto Rising: mini-doc on Drake producer Noah “40” Shebib · Native Instruments

Some background that explains how he works: 40 was a child actor in Toronto before he became Drake’s engineer in 2005, and was diagnosed with multiple sclerosis that same year, at 22. He began as the person who recorded and mixed Drake, and that is still the key to Take Care: the producer is also the engineer, so the beat and the mix are one decision. In 2012 he co-founded OVO Sound with Drake and Oliver El-Khatib.

Producer’s corner: how to get the Take Care sound

I make beats on an Akai MPC Live III, not in 40’s setup, so this is how I would approach the sound with what I use, built on what he has said in interviews, not a recreation of his sessions:

• Degrade the source, not the mix. Put the MPC’s AIR Lo-Fi effect on the keys or sample track and lower the sample rate until the top end goes soft, then blend it with the mix control. Do it per track, not on the master: the vocal and the kick should stay clean.
• Leave the top for the voice. 40’s whole point is space. If a pad or a hat fights the vocal above a few kilohertz, take it away rather than turning the vocal up.
• Low and long. On Take Care the bass does a lot of the emotional work. Long, sustained low notes need checking on proper monitors and good headphones; our guide on mixing drums and low end covers kick against bass.
• Slow everything down. “Practice” takes “Back That Azz Up”, a bounce record, and turns it into a slow jam. Slowing and softening a familiar source is a sampling technique of its own; our guide on how to chop samples on an MPC shows how to get the phrase onto the pads first.
• Fewer elements. “Marvins Room” is drums, keys, bass and a voice. If the beat already sounds finished before the vocal, it’s probably too full for this style.

If you work in a DAW rather than on a standalone MPC, 40’s own sounds are available as a plugin, below. It runs inside a computer DAW, not on a standalone MPC.

Take Care album sales: still on the chart 15 years later

It debuted at No. 1 with 631,000 copies in the US, according to the Nielsen SoundScan figures reported at the time (XXL’s first report said 630,500). That was well above the 447,000 of his debut, Thank Me Later. Four singles reached the Hot 100 top 20: “Headlines”, “Make Me Proud”, “The Motto” and “Take Care”.

The more remarkable number is how long it has stayed. In December 2025 it was the highest-charting rap album of the week on the Billboard 200 again, and in September 2026 The Source reported it at No. 26 in its 706th week on the chart. On October 24, 2025, Drake’s 39th birthday, the RIAA certified it Diamond (10 million units), as Billboard reported, along with five of his singles. Early in 2024 some social media accounts had claimed it was already Diamond; XXL checked with the RIAA and it wasn’t yet, so watch for that older claim.

Critics liked it from the start: Pitchfork gave it 8.6, Metacritic averages 78, and it later placed No. 95 on Rolling Stone’s 2020 list of the 500 greatest albums. It won Best Rap Album at the 2013 Grammys.

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Drake – Headlines (official video)

The guests: Kendrick, The Weeknd, André 3000

The guest list reads differently in 2026. Kendrick Lamar has a solo “Buried Alive Interlude”, produced by 40 and Supa Dups, and Drake chose him to open the Club Paradise Tour, as Stereogum recalled at the album’s 10th anniversary; their 2024 feud is covered in our Kendrick Lamar discography. The Weeknd, then an unknown Toronto singer, co-wrote five songs and co-produced “Crew Love” and “The Ride”; according to Wikipedia, he later said he gave “almost half” of his album to Drake, which Drake and 40 disputed. André 3000 and Lil Wayne share “The Real Her”, Rick Ross has “Lord Knows” over a Just Blaze beat, and Stevie Wonder plays the harmonica solo on “Doing It Wrong”.

The Take Care album cover

Drake sits at a table with a gold goblet, a tall candle and a gold owl, the OVO logo. It was revealed on September 23, 2011, and people quickly noticed how close it is to Labi Siffre’s 1975 album Remember My Song. The booklet credits photography to Lamar Taylor and Hyghly Alleyne, and art and design to Martin “Drop” Wong. Many sites say it was shot in a Toronto restaurant; I couldn’t find a reliable source confirming the location, so I’m leaving it as a rumor.

Take Care on vinyl and CD

The 2LP is one of the best-selling rap records on Amazon US: in October 2026 it was No. 2 among hip hop vinyl there. On November 11 the Amazon listing showed it in stock. I found no official 15th-anniversary pressing announced at the time of writing. More records like this in our list of the best hip hop vinyl records to own.

What to hear next

Hear where the title track came from: Jamie xx and Gil Scott-Heron’s We’re New Here (boxed above). For another classic told through its producers, see Makaveli at 30, and for the sampling side, our crate-digging piece on Curtis Mayfield samples.

Take Care tracklist

Listen to Take Care

Spotify

Apple Music

How this was made: written by GUIO, a hip hop producer who works on an MPC Live III, from the album’s credits and the interviews and reports listed below. Sales and certifications were checked in two sources each where possible; where sources disagree (first-week figure, Diamond reports), this piece says so. GUIO has not used Native Instruments’ 40 sounds.

Verdict

Fifteen years later, Take Care sounds less like a rap album with R&B on it than like the blueprint for what came after: slow, dim, intimate, built by a producer who mixed as he went. The samples are not obscure crate-digging finds. They are records Drake grew up on, softened until they sound like memories.

If you’re new to it, start with “Marvins Room”, “Take Care” and “Over My Dead Body”, then play it from the top, late.

Next step Keep digging: the best hip hop vinyl records to own →