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Killer King hospital refers to Martin Luther King, Jr. Multi-Service Ambulatory Care Center, which is located just north of Compton, which is Ice Cube’s hood.

It’s infamous for being the place where most of Compton’s victims of gang violence end up. In 2003, it handled 2,150 gunshot wounds and other life-threatening injuries. The hospital is known for having major issues with management and incompetency, a perceived lack of quality at the hospital had earned it the nickname of “Killer King.”

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This is a popular place to hide your gun, in the waist band of your pants near your back (the small of your back).

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Maybe something like…

(That’s Beyonce…)

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Griffith Park is an urban park in the city of Los Angeles, which is where OG Cube is from. In this line, he’s threatening to take a life in this very location…

“The park covers 4,310 acres (1,740 ha) of land, making it one of the largest urban parks in North America. It is the second-largest city park in California.” – Wikipedia

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If you thought Will Smith was “Big Willie”…

You guessed wrong!

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So much money that even the federal government is questions where it came from.

Maybe a bit of an overstatement, because by this time, Cube had starred in multiple movies and had released multiple chart topping albums (including this one)… He’s got that Hollywood money.

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Cube, who frequently refers to himself as “The Don” or “Don Mega” insists that someone leave his presence.

That someone is in fact a peon, which as we all know is someone of low quality, true definition being “unskilled laborer.” Which definitely fits into what this song refers to… Cube giving advice to these new rappers (unskilled laborers).

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Cube gives everyone some pretty straightforward advice here… Get your mind right and think money over women. Or… Money over pleasure.

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Cube opens with, “Once upon a time”, which lets the listener know that what we’re going to hear is a narrative. It’s a phrase that has been the opening for countless stories since 1380. It’s most commonly used in children stories and typically ends with “happily ever after” (or something along those lines).

A simple Urban Dictionary search tells us:
Projects
Usually a group of dirty buildings made for really poor/homeless people to live in. Projects are dangerous,very dirty,filled with gangsters,drug dealers,pimps,hookers and such. The first set of projects made(Starret City,made in 1963) where made for Blacks to live in,but over the years people of all races started to live in projects.

So it’s official… Cube’s story begins in a bad neighborhood.

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Over a funky sample from Betty Davis' “Shoo-B-Doop and Cop Him,” Cube flexes his storytelling muscle about an experience he had trying to pick up a girl from her spot in the hood, only to find out he’s in the neighborhood dope house.

During his Amerikkka’s Most Wanted 30th anniversary retrospective on Instagram Live, Ice Cube revealed that the title was inspired by the 1984 Robert De Niro film Once Upon a Time in America, and he also talked about an exchange he had with Sir Jinx regarding this song:

He actually was like, ‘Man, that should be your first single.’ But I was so P.E. crazy, I said, ‘Nah, it’s gonna be 'Amerikkka’s Most Wanted.’‘ But I believe it actually should have been 'Once Upon a Time in the Projects’ ‘cause we never shot a video to it and I think that that song deserved a video.

Sir Jinx talked about the production of the song:

That was the first song I produced for the record. Bomb Squad had nothing to do with that, the credit is wrong [Author’s note: The album’s liners credit Bomb Squad with co-production]. There’s two sounds on that song—a loop, the bassline, and a guitar, maybe some drum stuff. But I did all that. Cube wrote the words to that one for Eazy, but the music was originally supposed to be for Tajai and Adam [Author’s note: Aside from Tajai, assuming he means Adam “A-Plus” Carter from Souls of Mischief]. They originally rapped on that beat. But when I went to New York, that one just worked for Cube. It was a free beat!

Cube added:

I can’t remember if I had originally written those lyrics thinking that Eazy would do them. Jinx looped the music for that one. He had the beat, and we did that one day when the Bomb Squad was tired. We just jumped in there and did it. When it came to storytelling, I liked Schoolly D, and Just-Ice used to tell a lot of stories. Storytelling is always the most-clever form of rhyming. It’s rap at its finest, telling an interesting story. Heavy D, Too $hort, all those guys inspired me. Was any of the stuff in that song true? There’s always true experiences mixed in there, man. But nothing I’m gonna self-snitch about! [laughs]

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