For the video, the whole song was re-recorded with a live band. Featuring horns and strings, Kevyn Lewis commissioned a band featuring Cornelius Mims,
Warryn Campbell, Priest, Ricky Rouse, and Darryl Crooks to replay the track. The new track was recorded at Can-am Studio by Conley Abrams and was mixed at Larrabee North by Abrams. It was filmed 4 months before the
Tupac's death. The music video begins with Tupac and a friend of his (
Bokeem Woodbine) leaving a hotel party at night. While waiting for someone to arrive a hooded man comes up, pulls out a handgun, and starts shooting in their direction. As Tupac pushes them out of the way, he gets hit by at least one bullet. In the
ambulance his body gives in and he passes away. Upon entering Heaven, Tupac is told that they have been waiting for him to come for a long time, yet he still has to earn his way in. As a spirit, he then returns to Earth to watch over and guide his friend as he struggles through the next few days. While this is going on Tupac is shown rapping to his friend, (who can't see or hear him) trying to offer guidance. Finally, the video concludes with Tupac's friend gaining the courage to give condolences personally to Tupac's widow and daughter. Look-alikes of many deceased African-American entertainers are revealed to be playing the beat in the party, featuring (among others),
Redd Foxx,
Jimi Hendrix,
Bob Marley,
Nat King Cole,
Miles Davis,
Marvin Gaye,
Billie Holiday,
Florence Ballard,
Sammy Davis Jr., and
Louis Armstrong.
Danny Boy is also present in Heaven as an angel. In the censored version, the third verse of the song is completely replaced with new lyrics that talk about the struggles of living, God, and life after death. The video ends with the words "Dedicated to
Mutulu Shakur and
Geronimo Pratt" appearing on the screen. These individuals are Tupac's stepfather and
godfather, respectively. The music video was voted #33 on the "
MTV Top 100 of 1996" ranking music videos.
Personnel Filming crew • First aired: September 18, 1996 • Filmed: May 15, 1996 • Production company: Been There • Director(s): Tupac Shakur & Kevin Swain • Producer(s): Taj Lewis • Photography: Patrick Loungeway (cinematographer) Additional crew • 1st assistant director: Joe Oz ==Live performances==