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The Making of ‘Nostalgia, Ultra’—and the Unmaking of R&B

Ten years ago, a then-unknown Frank Ocean released a mixtape that featured him singing over MGMT and Coldplay tracks in a style that wasn’t generally expected of young Black artists. This is the story of how the project came to be—and the impact it still has.

This week’s episode of The Ringer Music Show dives deep into the creation and lasting legacy of Frank Ocean’s debut project, Nostalgia, Ultra. Below is an accompanying feature on how it all came together. Listen to the episode here and check back every Tuesday for new episodes, exclusively on Spotify.


An engineering intern and a mercurial musician were a mixtape away from making history. All the intern had to do was not mess up.

“I’m a new engineer,” Reggie Rojo Jr. says. “And then he started singing it, ‘Since we were kids … ’ So I’m like, ‘Damn! All right. Let’s go. Just don’t fuck this up.’ I’m the new engineer just trying to make this shit happen, but this motherfucker is killing it, and I hadn’t recorded anybody yet that sung like that.”

In 2009, Lonny Breaux was a songwriter with placements for Justin Bieber, John Legend, and Brandy. He and Reggie were asteroids in the orbit of Bruce Waynne and Dirty Swift—the production duo Midi Mafia, who landed a massive hit with 50 Cent’s 2003 song “21 Questions.” While Midi Mafia were off building their R&B and pop empire, Reggie and Lonny were in a studio chipping away at a disparate group of songs. When Lonny wasn’t writing songs to get placed with stars or singing reference tracks over Midi Mafia beats, he was tinkering with what at the time must’ve seemed like a genreless blob. Then he disappeared and reemerged months later with a new name and operating philosophy.

“I had no clue about the name Frank Ocean throughout the entire process until after the album dropped,” Reggie says. “We finished the album and then the album didn’t come out for another few more months. … When it came out, it was like, ‘What? Who’s Frank Ocean?’ And sure enough, I reached out and [he was] like, ‘Changed my name.’”

On February 16, 2011, Frank Ocean released Nostalgia, Ultra as a free mixtape to an unexpecting world. It would unmoor R&B. It featured Frank singing over classic and indie rock instrumentals instead of R&B standards. Its original compositions were so fully formed that Beyoncé and Kanye West would eventually come calling. Frank’s vocal performance was far from virtuosic, but his imperfect voice only highlighted his lyrical strengths. In short, the mixtape was everything a major label R&B album couldn’t be. But its themes resonated most: Nostalgia, Ultra is about control and the power of sentimentality. Throughout the making of Nostalgia, Ultra, Frank began to exercise what it means for a young, Black artist to fully take hold of their destiny.

Before Frank Ocean was a crystallized idea, he was toiling on the singer-songwriter circuit. After Hurricane Katrina decimated his hometown of New Orleans, he spent a semester in college and a few months sheetrocking then moved to L.A. to pursue a career in music. He worked at Subway and Fatburger before meeting the production team that would change his life, Midi Mafia, who were working with a slew of songwriters on tracks for Jennifer Lopez and Justin Bieber.


“We were kind of one of the people that you go to to go work with,” Waynne says. “And then Frank was like ‘Yo, is it cool if I just come to the studio and just work on my own?’ And we were like ‘Yeah.’ And that time I wasn’t even in the studio a lot, he used to work more with Swift at that time. And then Swift called me one day, he was like ‘Yo man, you got to hear this shit that Lonny’s doing, this shit is insane.’ And then it’s like what? Four years? It was like four years of just writing.”

What set Frank apart at this time was exactly the thing that made him radioactive to the major label system. Listening to Frank’s early music is like hearing an artist that exists on a different universal plane than his peers. His lyrics, melodies, pockets, and production always favor the off-kilter over the obvious—elements that made Frank’s songs far more interesting, if often impenetrable.

Reggie laughs as he reminisces about the sessions. He was confused as he recorded Frank, unable to hear what the artist could. “I would tell him, ‘Hey, bro. I’m not trying to stop your workflow, but it sounds amazing,’” Reggie says. “‘I think every take is something amazing. So what are you hearing that I’m not hearing?’ And he told me, it’s the pocket. ‘I’m looking for the right pocket. It needs to fall in the right pocket.’ And we’d be there. I’m like, ‘All right, bro. Whatever makes you feel better.’”

“Nobody could really duplicate what he was doing—his pocket, his timing, the way he said things,” Swift says. “When we started thinking about that, like, ‘He should really be an artist on his own—he’s in his own lane.’ It was hard at the time to sit with A&Rs. They were like ‘Yeah, he’s cool.’ But they were thinking traditional R&B terms or whatever, they just weren’t getting it.”

Nostalgia, Ultra is about who Frank Ocean is as much as it’s about who he’s not. On the interlude “Bitches Talkin’ (Metal Gear Solid),” which samples Kid A’s “Optimistic,” a woman reprimands a man for not playing Jodeci and then asks incredulously, “What is a Radiohead anyway?” A song later, Frank mentions that he couldn’t play guitar like Van Halen before jokingly singing, “Don’t even listen to the songs I record / But she be banging that Drake in my car.” Even a decade ago, genre distinctions were far more rigid, and if you were Black, had a decent voice, and sang about love, you were automatically labeled an R&B artist. This classification irked Frank for years.

“I just think it’s inaccurate when you’re making music inspired by so many different things,” Frank told Jeff Weiss in 2011. “I have a broad sonic palette and I mix everything together. It’s just not the same thing.”

The same year, Frank presented a riddle about genre to Matthew Schnipper during an interview for a Fader cover story: “If I said you were a dove but you were a swan would that be accurate?”

“I think he is very much an R&B singer, as its most straight-ahead definition, but he plays around with the production enormously,” Schnipper says today. “And that was a thing that at that time was super unheard of. It felt super fresh, it felt kind of weird, it felt not directionless, but kind of nebulous in this really exciting way.”

Part of Nostalgia, Ultra’s success is indebted to how Frank distanced himself from his contemporaries. Music criticism during the early 2010s was still focused on indie rock to the detriment of most other genres. Frank singing over songs from MGMT, the Eagles, Coldplay, and Mr. Hudson was seen as novel. “PBR&B” was first coined as a joke, but it quickly became a blanket term to describe a group of blog-friendly singers ranging from the Weeknd to Jeremih. Together they were deemed as something deserving more praise than Ne-Yo or Trey Songz.

Years later, it’s hard not to see this gambit on Frank’s part as intentional. In the late 2000s and early 2010s, R&B was still seen as a Black genre, which most likely seemed inaccessible to a generation of music critics that were either too white or elitist to enjoy something outside of their cultural purview. Bloggers couldn’t claim that they created a Ciara or Lloyd, but they could plant a flag in the career of new artists like Frank or the Weeknd, whose debut mixtape came out roughly a month after Nostalgia, Ultra. During this time, nearly any R&B boat could rise if you merely chose the right sample and were mysterious enough to warrant obsessive reblogs on Tumblr.

“These days, it’s like rap is R&B, R&B is rap,” Swift says. “I don’t really see a whole lot of difference other than maybe rappers are just bad R&B singers now? You can dice it up as much as you want, but back in the day there was a very distinct divide and it’s kind of whatever now.”

For years, labels didn’t know what to make of Frank, let alone how to market him. When Tricky Stewart eventually signed Frank to Def Jam, the prolific producer was at the height of his powers, producing massive hits for Beyoncé, Rihanna, and Justin Bieber. An unproven singer like Frank was far from a priority, especially considering he was trying to make the transition from faceless songwriter. “Bringing him into Def Jam was a little bit of a disaster. It was probably, in hindsight, a huge mistake on my part. The label wasn’t motivated by the signing,” Stewart told The Fader in 2016. “They didn’t give him the respect that I thought he deserved. I couldn’t really get Def Jam to respond to him the way that I wanted them to respond to him.”

As legend has it, when Nostalgia, Ultra came out, Def Jam wasn’t even aware that Frank Ocean was one of their artists. It’s a moment Swift remembers fondly.

“He’s actually signed to Def Jam as Lonny Breaux at the time, or whatever name they’re going to use at the time,” Swift says. “He bakes on the label for almost a year, puts out a mixtape as Frank Ocean and then Def Jam’s reaching out trying to find this Frank Ocean guy to sign him, and I’m like ‘Bro, you already have him signed. You’re ignoring your own artist.’ Nobody got it until he just did it.”

Nostalgia, Ultra doesn’t feel indebted to any projects leaving the doors of Def Jam at the time. Even the person tasked with recording Frank didn’t understand everything that was unfolding. When Swift dropped off a pack of beats for Reggie to play for Frank, the young singer gravitated toward one of the most unlikely options—a beat Swift made in 10 minutes.

“I felt like when I heard it, it was supposed to be for a deeper rapper, like a deep rap track,” Reggie says. “I went through them and I’m like, ‘Hmm. I don’t know. This is super dope, but I just don’t know,’ because I’ve been working with Lonny already, so I don’t know if he’s going to grasp on this … And then sure enough, ‘Swim Good’ ends up becoming the end result from that.”


“Swim Good” is one of the few pop songs Frank Ocean has released, and even then it’s far more of an existential screed than a straightforward single about heartbreak. The song’s protagonist is trying to “swim from somethin’ bigger” than themselves as they sing about a metaphorical funeral. Frank’s voice strains as he yelps “I’m going off.” It sounds as if he’s gasping for air. The song is dynamic in ways that Frank would later hone on Channel Orange and Blonde, but the track also unfolds like an artist who has waited years to be heard.

Frank made “Swim Good” in one of Midi Mafia’s home studios. Bruce recalls Swift playing the beat for Frank and leaving; the duo returned the next day and found the artist still tinkering away. The results sounded as good as they did odd.

“I came the next morning and I heard it,” Bruce says. “He was still there. And I was like ‘What are you still doing here?’ He said, ‘I’m working on the song.’ He played it for me. I was like ‘Yo, what the fuck is this? What the hell is? What are you swimming from?’”

Throughout the process of creating Nostalgia, Ultra, Frank showed signs of the exacting presence he’d become known for in later years. This is doubly true on a song like “Nature Feels.” The song wasn’t one of Nostalgia, Ultra’s biggest hits (those were “Novacaine” and “Swim Good,” both of which were commercially released) or among the tape’s most controversial (that would be “American Wedding,” which swiped the instrumental to “Hotel California”—guitar solo and all—and drew Don Henley’s ire). “Nature Feels” is unique on the album—it samples MGMT’s 2007 hit “Electric Feel,” features Brandy on backing vocals, and it is the rare time when Frank is more goofy than he is cerebral. But for Reggie, the song illustrates one of Frank’s best—if most unwieldy—skills as a creator.

“He came in that session and he told me, ‘Reggie, we got Brandy coming in today. I’m going to play her a few joints and might have her hop on a song if she wants to.’ So she comes in and Lonny plays her a song that we did and she hears it, and she’s in tears crying,” Reggie says.

The duo ended up recording this new song and adding Brandy to “Nature Feels,” but after the singer left, Frank’s mind began to spin.

“Once she leaves, Frank’s like, ‘Yo, Reg. Pull up that one joint.’ And it’s the song that Brandy was going crazy over,” Reggie continues. “[Frank said], ‘I just want to recut the lead on the hook.’ I was like, ‘Bro, like what? You got Brandy, she’s floored. That song is done, son. What do you mean?’ But in his head he’s like, ‘Nope.’ So we ended up working on a part, half the hook for the rest of this session, for hours. And that song has yet to come out to this day.”

Ten years later, Nostalgia, Ultra, feels quaint—it’s a glimpse at a generational talent realizing they have what it takes to reach center stage, but unclear of how to wield all of their abilities. In the beginning, Frank sang his lyrics over popular rock songs as though he wanted to be granted the same respect that’s frequently given to white musicians but withheld from young Black artists. But because of projects like Nostalgia, Ultra, that’s shifted. Modern R&B is now home to a host of singers—Brent Faiyaz, Giveon, H.E.R.—that aren’t totally free from genre strictures, but aren’t as bound by rigid shackles.

When Reggie was first recording Frank’s rendition of “Strawberry Swing,” he likely didn’t know how prophetic the first line from the second verse would become.

“Say hello, then say farewell / To the places you know,” Frank sings. He spent years anonymously toiling in Los Angeles recording studios waiting to be heard, and 10 years later, R&B is still reacting to the borders he helped topple.

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