UGK [Underground Kingz]

By: Maco L. Faniel

Type: General Entry

Published: May 30, 2013

Updated: July 15, 2020

UGK is a Texas hip-hop group that formed in the late 1980s in Port Arthur, Texas, a port city outside of Houston. UGK is known for their funk, soul, and gospel-infused instrumentals that underlay the personal and fictional tails of urban life along the Texas Gulf Coast. Chad “Pimp C” Butler (December 29, 1973–December 4, 2007) and Bernard “Bun B” Freeman (born March 19, 1973) told these stories.

The group went through two early transformations before becoming UGK. Mission Impossible was the first group name, which consisted of Chad Butler and Mitchell Queen. Chad, whose father was a trumpet player, was a band kid who played many instruments. Later, Bernard Freeman, whose childhood nickname was “Bunny,” and Jalon Jackson joined the group, which led to a new name, 4 Black Menacesters. Queen and Jackson eventually quit the group to focus on their athletic pursuits. The remaining members, Chad Butler and Bernard Freeman, decided to pursue rap as full-time careers, thus forming the Underground Kingz.

Only minutes away from Houston, they were inspired by the early success of the Geto Boys and other rappers on the groundbreaking Houston label, Rap-A-Lot Records. UGK originally signed with a Houston startup label, Bigtyme Recordz, where they recorded and distributed their freshmen album, The Southern Way. The album was only released as a cassette and featured a rap version of Rufus and Chaka Khan’s soul hit “Tell Me Something Good.” UGK relentlessly promoted their cassette throughout the Texas Gulf Coast. After the urging of radio deejays Greg Street and Reg-N-Effect, they entered their single, “Tell Me Something Good,” in radio station 97.9 The Box’s Houston Home Jamz contest. Although they won the contest, they were disqualified because they were already signed to a record label, but this exposure helped them sell thousands of copies of The Southern Way and attracted the attention of major labels.

UGK signed with Jive Records in 1992 and agreed to a five-album contract. Their major label debut, Too Hard to Swallow, came out that same year and featured a few songs from The Southern Way and several new songs. One of the new tracks helped UGK gain national exposure. Entitled “Pocket Full of Stones,” the song elucidated on the vicissitudes of a young drug dealer. Jive Records included a remixed version of “Pocket Full of Stones” on the soundtrack of the popular 1993 movie Menace II Society. Since the soundtrack reached Number 1 on the Billboard Top R&B/Hip-Hop Albums and Number 11 on the Billboard 200, UGK’s national exposure increased. UGK’s songs later appeared on two other movie soundtracks, the Wayans Brothers’ A Low Down Dirty Shame (1994) and Don't Be a Menace to South Central While Drinking Your Juice in the Hood (1996).

Their next album, Super Tight, continued to tell stories of urban life from a Texas Gulf Coast perspective, but UGK upped the ante on this album with their braggadocio and stories of their sexual escapades. However, this album is more noteworthy because Pimp C produced all eleven tracks, lacing the album with live instrumentation, funky samples, pianos and organs, and Southern tempos. Two singles were released from Super Tight—“It’s Supposed to Bubble” and “Front, Back & Side to Side.” On “It’s Supposed to Bubble,” with sampled instrumentation from a 1979 song “Thoughts of My Old Flames” by the group Pleasure, Bun B and Pimp C assert their rise from dilettantes to more mature rappers with more status and cash. The hook “It’s Dom Perignon, It’s supposed to bubble” is a swanky metaphor for their newfound success in life. “Front, Back & Side to Side” is the most popular and quoted song from the album. The hook was sampled from Compton rapper, Easy E, from the song “Boys-N-The Hood.” It was a “good times” type song that highlighted Houston’s car culture.

Most critics and fans consider UGK’s fourth album, Ridin’ Dirty, their best-selling album, to be their best artistic product. Released in 1996, it reached Number 2 on the Billboard Top R&B/Hip-Hop Albums and at Number 15 on the Billboard 200; these high rankings were the first for UGK. Pimp C produced all but two of the tracks, adding to his signature style of funky background tracks for the country poetry rapped by him and Bun B. The two most popular tracks on the album are “One Day” and “Diamonds & Wood.” “One Day” expresses the thoughts of three rappers facing their existential realities and begins with a sample of Ronald Isley crooning, “One day you’re here baby, and then you’re gone,” from the Isley Brother’s 1974 song “"Ain't I Been Good to You." It then addresses the possibilities, jail or death, of those entrapped in the vicious nets of urban life. In “Diamonds & Wood,” a story of the horrors and hatred that one can face in urban America with the chorus “I flips down the ave. know I'm lookin' good I'm bangin' Screw nigga diamonds up against that wood...,” the rappers tell how they cope with these horrors through the pleasure of being able to drive their nice car and jam “screw.”

Five years passed in between Ridin’ Dirty and UGK’s fifth project, Dirty Money. However, during this gap in their own projects UGK remained busy by contributing verses to other artists’ songs. Between 1996 and 2001, UGK appeared on at least ten other artists’ songs, including Master P and other No Limit Records artists, Spice 1, Outkast, Ludacris, Lil’ O, Three 6 Mafia, and Jay-Z. Two of these guest appearances served as tipping points for the group’s success, "Sippin' On Some Syrup" [Sizzurp] (with Three 6 Mafia and Project Pat) and “Big Pimpin’” (with Jay-Z). "Sippin' On Some Syrup," released in 2000, is a compilation by rappers from two southern regions—Memphis, Tennessee, and Houston, Texas—as they give an ode to a popular street drug called “syrup,” “sizzurp,” or “purple drank.” Ruffians and college students across the nation enjoyed this underground classic. In 1999 UGK got a call from New York rapper Jay-Z, who was fascinated by their talent, to do a guest appearance on a song from his album Vol. 3: Life and Times of S. Carter. This song was entitled “Big Pimpin’” and is full of couplet after couplet of machismo, amusement, misogyny, and hedonism. “Big Pimpin’” was one of the most commercially-successful songs for both Jay-Z and UGK and charted at Number 1 on the U.S. Billboard Rhythmic Top 40, Number 6 on the U.S. Billboard Hot R&B/Hip-Hop Singles & Tracks, Number 18 on the U.S. Billboard Hot R&B/Hip-Hop Singles & Tracks, and Number 29 on the UK Singles Chart. The video, directed by director Hype Williams, was nominated for a Grammy for Best Rap Performance by a Duo or Group.

After their leap in success, UGK began to experience some challenges. Their album, Dirty Money, was stalled due to disagreements between UGK and Jive Records on what type of sound the album would have. Jive Records was more interested in the commercial viability of the album rather than the authentic sound of UGK. UGK wanted to stay true to their roots. It was finally released in 2001, and its two most popular songs were “Take It Off” and “Let Me See It.” One year later, Pimp C was sentenced to eight years in prison for violation of his probation for an earlier charge of aggravated assault. The hip-hop world was upset, because they felt that the charges were erroneous.

This left Bun B at the helm to carry on the legacy of the group until Pimp C’s return. Bun B was initially troubled over the loss of his friend and group mate, which led him to heavy drinking and drug use. He later came to himself as a result of a talk with God and began a relentless campaign to keep UGK’s legacy alive and also to advocate for Pimp C’s release. Bun B began to add verses to many other rapper’s songs and would most often shout out “Free Pimp C” in the verse. This led to rappers across the country, especially Southern rappers, to use the catchphrase to advocate for Pimp C’s release or just as a hot phrase. Bun B also recorded a solo album during Pimp C’s incarceration. The album was released in 2005 and was entitled Trill, UGK’s slogan combining the words true and real. Trill, absent of Pimp C’s production and lyrical skills, featured production and verses from many different artists and producers. For Bun B, it was his way of keeping the UGK name alive and spreading his wings as an artist. Trill was a critical success, debuting at Number 1 on the U.S. Billboard Top R&B/Hip-Hop Albums and Number 6 on the U.S. Billboard 200. In that same year, Bun B appeared on the music video version of Beyoncé and Slim Thug’s popular song “Check On It,” which won Best R&B Video at the 2006 MTV Video Music Awards.

Pimp C was released from prison on December 30, 2005, and the next year he also released a solo album, Pimpalation. In August 2007 UGK released its sixth album, the self-titled Underground Kingz. The album’s peak position on the charts was Number 1 on both the U.S. Billboard 200 and the U.S. Billboard Top R&B/Hip-Hop Albums. Underground Kingz featured production and appearances from various artists. The song that received the most acclaim was entitled "Int'l Players Anthem (I Choose You)" and featured fellow Down South rappers Outkast; in 2008 it earned them a Grammy nomination for Best Rap Performance by a Duo or Group. The music video won Video of the Year at the 2008 BET Hip-Hop Awards.

Later in that same year, on December 4, 2007, Pimp C was found dead at a hotel in West Hollywood, California. The Los Angeles County coroner’s office ruled the cause of death an accident due to an overdose of Promethazine/Codeine syrup and sleep apnea.

After the death of Pimp C, Bun B continued to keep the UGK legacy going by recording two more solo albums, II Trill (2008) and Trill OG (2010), and pushing out the seventh and final UGK album, UGK 4 Life (2009). He also became an ambassador for Houston hip-hop culture. In the spring of 2011, Bun B was a guest lecturer at Rice University in their African-American Religions program, where he co-taught “Religion and Hip-Hop Culture” with Dr. Anthony Pinn.

All Music Guide (, accessed December 4, 2011. Fader 40: Unpublished Pimp C Interview (, accessed December 4, 2011. Maco L. Faniel, Hip-Hop in Houston: The Origin & The Legacy (Charleston, South Carolina: The History Press, Inc., 2013). Mickey Hess, Hip Hop in America: A Regional Guide (Santa Barbara, California: Greenwood, 2010). New York Times, December 5, 2007. Roni Sarig, Third Coast: Outkast, Timbaland, and How Hip-Hop Became a Southern Thing (Cambridge: Da Capo Press, 2007). Ben Westhoff, Dirty South: Outkast, Lil Wayne, Soulja Boy, and the Southern Rappers Who Reinvented Hip-Hop (Chicago: Chicago Review Press, 2011).

  • Music
  • Groups
  • Peoples
  • African Americans
Time Periods:
  • Texas Post World War II
  • Houston
  • Upper Gulf Coast
  • East Texas

The following, adapted from the Chicago Manual of Style, 15th edition, is the preferred citation for this entry.

Maco L. Faniel, “UGK [Underground Kingz],” Handbook of Texas Online, accessed May 23, 2022,

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May 30, 2013
July 15, 2020

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