The Number Ones

July 8, 1995

The Number Ones: TLC’s “Waterfalls”

Stayed at #1:

7 Weeks

In The Number Ones, I’m reviewing every single #1 single in the history of the Billboard Hot 100, starting with the chart’s beginning, in 1958, and working my way up into the present.


Pop music is not an inherently educational medium. Nobody goes to pop stars to learn the hard truths about the world. When pop songs try to impart an actual message, things can get dicey fast. We’ve gotten plenty of great message songs throughout pop history, but going by the odds, a pop song about issues is likely to come out sounding like absolute dreck. It’s the “We Are The World” problem: When pop musicians get too hung up on their own seriousness, sometimes the self-regard is the only thing that comes through.

The miracle of “Waterfalls,” the second #1 hit from the all-time great girl group TLC, is that it’s a message song that doesn’t sound like a message song. On paper, “Waterfalls” is all about the temptation of self-destruction, about getting lost in fantasies about money or sex and then paying the consequences. But “Waterfalls” never weighs itself down with its message. Instead, the song works as a frictionless glide. It’s warm and funky and deeply comforting. The text might be depressing, but the song made me happy in 1995, and it makes me happy today.

Clive Davis couldn’t hear it. TLC were signed to LaFace, a subsidiary of Davis’ Arista imprint. When TLC first played “Waterfalls” for Davis, he didn’t think the single would work. TLC’s Tionne “T-Boz” Watkins told the story to The Guardian years later: “[Clive] didn’t like it. He said it was too deep. He didn’t think people would bump up the street to it.” So TLC went directly to LaFace co-founder LA Reid, asking for the money for a “Waterfalls” video and a single release. Reid was convinced, and TLC landed the biggest hit in a career full of big hits.

When TLC made their sophomore album CrazySexyCool, they left behind the clattering, chaotic sound of their 1992 debut Ooooooohhh… On The TLC Tip. TLC worked with plenty of the songwriters and producers from the first LP, but they changed their style up, getting slower and spacier. Rap music had always been a big part of TLC’s whole approach, but CrazySexyCool found the group moving closer and closer to where rap was in the mid-’90s. The album featured appearances from rappers like Phife Dawg, Busta Rhymes, and the Outkast member then known only as Dre. CrazySexyCool also had ad-libs and production from Jermaine Dupri and Sean “Puffy” Combs, and it had two tracks that TLC recorded with Atlanta’s own Organized Noize, one of the greatest rap production teams of all time. “Waterfalls” is one of those two Organized Noize tracks, and it’s the biggest hit that Organized Noize ever made.

The Organized Noize crew — Sleepy Brown, Rico Wade, and Ray Murray — started making music together in the early ’90s, and the trio’s history was all bound up with that of TLC. T-Boz actually introduced Sleepy Brown to Rico Wade when Rico was working at a store called LaMonte’s Beauty Supply. Early on, before TLC finalized their lineup, Rico Wade worked on demos with the group. Later on, Organized Noize landed their first on-record credit when they remixed TLC’s 1992 single “What About Your Friends.” (That song peaked at #7. It’s an 8.) The Organized Noize remix was also the first on-record appearance of Outkast, one of the young rap groups that Organized Noize were mentoring. (Outkast will eventually appear in this column.) Working together in the studio that they called the Dungeon, Organized Noize figured out their own version of slow-crawl Southern funk, and Outkast were a big part of that.

Organized Noize also produced TLC’s version of the Christmas song “Sleigh Ride,” which appeared on the soundtrack of 1992’s Home Alone 2: Lost In New York and then on the 1993 compilation A LaFace Family Christmas. Another of the songs on that compilation was “Player’s Ball,” a Christmas song from Outkast, who’d just signed with LaFace after heavy lobbying from Organized Noize. “Player’s Ball,” which had a smooth falsetto hook from Sleepy Brown, didn’t sound much like a Christmas song. The track took off, to the point where LaFace commissioned a remix with no sleigh bells and released the song as a non-Christmas single. It peaked at #37, and Outkast went on to release the classic 1994 debut album Southernplayalisticadillacmuzik. Organized Noize produced the whole LP.

Outkast were the first and biggest rappers to come out of the Dungeon Family, the crew of artists that surrounded Organized Noize. Those artists would go on to lay the foundation for Southern rap’s takeover and for Atlanta to become the new center of the rap world. The three members of Organized Noize wrote “Waterfalls” with TLC’s Lisa “Left Eye” Lopes and with Marqueze Ethridge, a friend and collaborator who worked at the restaurant in a local Marriott hotel. Ethridge kept that job even after “Waterfalls” reached #1.

“Waterfalls” has a lot of that early Organized Noize sound. The beat would’ve fit just fine on the first Outkast album. Organized Noize were big on live instruments, and “Waterfalls” has the sweaty interplay of musicians working together in a studio. Bassist LaMarquis Jefferson plays a murmuring, ever-shifting bassline while guitarist Edward Stroud noodles through a wah-wah pedal. The horns don’t stab; they float languidly. The stoned, blissed-out atmosphere perfectly matches T-Boz’s cool, assured alto. She melts right into the track.

There are no samples on “Waterfalls,” but the central phrase of the chorus might’ve sounded familiar. In 1980, Paul McCartney, a guy who’s been in this column plenty of times, started off a song called “Waterfalls” by singing this line: “Don’t go jumping waterfalls/ Please keep to the lake/ People who jump waterfalls sometimes can make mistakes.” McCartney’s “Waterfalls” was a top-10 hit in the UK, but it missed the Hot 100. Years later, McCartney told the AV Club that he’d noticed the similarities between his “Waterfalls” and the song that came later: “Somebody had a hit, a few years ago, using the first line, ‘Don’t go jumping waterfalls/ Please stick to the lake…’ And then they go off into another song. It’s like, ‘Excuse me?'” As far as I know, though, McCartney never threatened legal action, and he doesn’t have a songwriting credit on the TLC track.

If TLC did take that line from McCartney, they might’ve done it accidentally. In Fred Bronson’s Billboard Book Of Number 1 Hits, Marqueze Ethridge says how he came up with the chorus: “What’s one of the most beautiful things in the world but at the same time is one of the most deadliest? And I just thought a waterfall, because it’s wonderful to see but it’s a dangerous force of nature. Just because everything looks good doesn’t mean it’s good for you.” That’s more or less the message of “Waterfalls”: The things that seduce you can also destroy you.

On the first two verses of “Waterfalls,” T-Boz sings about two such situations. In the first, a mother watches helpless as her son gets into more and more trouble on the streets, and her prayers go unanswered: “He goes out and he makes his money the best way he knows how/ Another body laying cold in the gutter.” In the second, one “Little Precious” is blinded by sex until the day that he looks in the mirror and realizes that he’s grown sick: “His health is fading, and he doesn’t know why/ Three letters took him to his final resting place.”

Left Eye wrote her own “Waterfalls” verse. At the time, she wasn’t able to spend as much time in the studio as the other two TLC members. Instead, she was serving out court-ordered rehab after she pleaded guilty for burning down the house of her boyfriend, the star Falcons wide receiver Andre Rison. Left Eye never directly addresses her own situation on her verse, but she does get reflective: “Like His promise is true, only my faith can undo the many chances I blew to bring my life to anew/ Clear blue and unconditional skies have dried the tears from my eyes, no more lonely cries/ My only bleeding hope is for the folk who can’t cope/ With such an endurin’ pain that it keeps ’em in the pourin’ rain.”

In the aforementioned Guardian piece, T-Boz says that she and Left Eye were in a car together the day before they recorded “Waterfalls” and that the two of them had seen a rainbow. At the beginning of her verse, Left Eye says, “I seen a rainbow yesterday.” T-Boz: “What she said was real. It was for herself and everyone else who had been down the wrong path, chased the wrong things. And she really did see that rainbow — and it made her feel good about life and remember how precious it is.” (T-Boz also says that she heard “Waterfalls” as “our version of alternative music,” which I think is cool as hell.)

Left Eye’s verse deals with heavy subjects, but she delivers it with a charged-up playfulness. She crams tons of syllables into some lines. On others, she lets her voice trail off. That verse is crucial to keeping “Waterfalls” from getting too maudlin with its messaging. The monster chorus helps, too. On the hook, Rozonda “Chilli” Thomas sings lead, but you can hear the voices of all three TLC members. Session singer and bassist Debra Killings also adds backing vocals, and so does Cee-Lo, one of the members of the Dungeon Family crew known as the Goodie Mob.

Later in 1995, Goodie Mob would release their own classic debut album Soul Food, which was also produced entirely by Organized Noize and which would coin the term “Dirty South.” Goodie Mob never got as big as Outkast, but they were also a hugely important, creative force. (The group’s highest-charting single, 1995’s truly great “Cell Therapy,” peaked at #39.) Later on, Cee-Lo’s raspy singing voice would turn him into a star. Cee-Lo never landed a #1 hit of his own, but he got close twice. In 2006, Cee-Lo was half of the duo Gnarls Barkley, who got as high as #2 with “Crazy.” Four years later, Cee-Lo returned to #2 with the solo single “Fuck You.” (“Crazy” is a 7, and “Fuck You” is a 6.) Four years after that, Cee-Lo was on trial for drugging an unsuspecting woman, and he claimed on Twitter that rape couldn’t be rape if the woman was unconscious. Fuck that guy.

Organized Noize never really became big pop producers after “Waterfalls,” even though “Waterfalls” was a huge smash and “Sumthin’ Wicked This Way Comes,” the other ON-produced track on CrazySexyCool, is an absolute banger. But Organized Noize did work with one other girl group on one other big hit. In 1996, the crew co-wrote and co-produced En Vogue’s #2 hit “Don’t Let Go (Love).” (It’s a 9.) Today, Organized Noize are mostly revered as the production masterminds behind Outkast, Goodie Mob, and the rest of the Dungeon Family, which went on to a truly incredible run in the late ’90s. Thanks to that Outkast connection, Sleepy Brown will eventually appear in this column.

When TLC convinced LA Reid that “Waterfalls” should be a single, they were just coming off of a couple of huge successes. “Creep,” the first single from CrazySexyCool, had been TLC’s first #1 hit. TLC’s next single was “Red Light Special,” a slow seduction jam written and produced by LaFace co-founder Babyface, and that song peaked at #2. (It’s an 8.) When the “Waterfalls” single came out in May of 1995, CrazySexyCool was already triple platinum.

For the “Waterfalls” video, TLC worked with director F. Gary Gray, whose debut film, the straight-up classic Friday, had just come out a month before the “Waterfalls” single. Gray would go on to direct Set It Off and Straight Outta Compton and The Fate Of The Furious. Gray’s whole career as a movie director is a bit of a mixed bag, but if all he’d ever directed was the “Waterfalls” video, Gray still would’ve made something indelible.

For the “Waterfalls” verses, Gray illustrates the tragedies of the lyrics — the mother appearing as a ghost in front of her child, the ghost of the dead kid trying to hug the mother. It’s all broad and theatrical, but broad theatricality works in a music-video context. Gray assembled a good cast, too: Roc star Ella Joyce as the mother, the great character actor Bokeem Woodbine as the killer, the Wu-Tang-affiliated kid rapper Shyheim The Rugged Child as the doomed son. (Shyheim’s highest-charting single, 1994’s “On And On,” peaked at #89.) The two white people in the AIDS-themed second verse are way less memorable, but it’s still sad to see them fade away like that.

In between those vignettes, Gray shows the members of TLC as watery CGI mirages. The effects are primitive, and I don’t know why TLC had to look like liquid-metal Terminators, but the scenes where they’re flesh-and-blood, standing on the sea, are lovely. The three singers filmed their parts standing on plastic platforms in a lake at Universal Studios Hollywood. T-Boz couldn’t swim, and she later said that her feet were motionless in the video because she was terrified of falling into the water. Watching the video, you couldn’t tell. T-Boz was just too good at looking cool.

The “Waterfalls” video became a phenomenon, and it’s probably still the first thing that most of us picture when we think of TLC. A few months after the video came out, TLC became the first Black act ever to win the Video Of The Year trophy at the VMAs, which says nothing good about MTV. “Waterfalls” also got a nomination for Record Of The Year at the Grammys, but it lost to a song that will appear in this column very soon.

Five days before “Waterfalls” reached #1, TLC declared bankruptcy. They had serious expenses. Left Eye’s insurance costs skyrocketed after her arson conviction. T-Boz has sickle cell anemia, and she had medical bills. But TLC were also getting paid next to nothing. They were one of the most popular groups on the planet, and they had two of the top three singles of 1995, but they were locked into exploitative contracts with LaFace and with Pebbitone, the production and management company founded by Pebbles, LA Reid’s wife. TLC didn’t even own their own name; it was Pebbles’ property. The members of the group got tiny slices of the profits from CrazySexyCool, and their label charged them for all promotional expenses, to the point where TLC said that they only got deeper in debt even as the album sold more. And that album kept selling and selling.

TLC eventually renegotiated their LaFace contract and got out of their Pebbitone deal, but that took time. In the meantime, TLC followed “Waterfalls” with “Diggin’ On You,” another single that Babyface wrote and produced. “Diggin’ On You” was another hit, peaking at #5. (It’s a 7.) CrazySexyCool went on to sell 12 million copies. By some estimates, TLC are the biggest-selling girl group in the history of American pop music, and CrazySexyCool was their biggest album. A whole lot of people made a whole lot of money off of TLC before TLC really started seeing any of that money themselves. Once they got their contracts right — or less wrong, anyway — TLC got back to making hits. We’ll see them in this column again.

GRADE: 9/10

BONUS BEATS: Here’s “Phony Calls,” the prank-call-themed “Waterfalls” parody that “Weird” Al Yankovic released in 1996:

(“Weird Al” Yankovic’s highest-charting single, 2006’s “White & Nerdy,” peaked at #9. It’s a 7.)

BONUS BONUS BEATS: In Adam McKay’s The Other Guys, the 2010 cinematic vehicle for Will Ferrell and former Number Ones artist Marky Mark, there’s a running joke where Michael Keaton, playing the classic hardnosed-police-captain type, keeps making accidental TLC references. Naturally, this eventually leads to a “Waterfalls” needledrop. Here’s the supercut of TLC references:

BONUS BONUS BONUS BEATS: In 2012, the British girl group Stooshe had a minor UK hit with their teen-pop cover of “Waterfalls.” Here’s their video, which has cameos from T-Boz and Chilli:

BONUS BONUS BONUS BONUS BEATS: At the end of his 2014 Madlib/Earl Sweatshirt/Domo Genesis collab “Robes,” Freddie Gibbs sings a stupid-but-entertaining “Waterfalls” parody while making fun of another rapper for signing “a TLC deal.” Here’s “Robes”:

(Somehow, the only one of those guys who’s ever appeared on the Hot 100 is Domo Genesis, who got to #84 when he guested on Tyler, The Creator’s 2021 track “Manifesto.”)

BONUS BONUS BONUS BONUS BONUS BEATS: Here’s the wan-but-pretty “Waterfalls” cover that Death Cab For Cutie released in 2021:

(Death Cab For Cutie’s highest-charting single, 2005’s “Soul Meets Body,” peaked at #60.)

THE NUMBER TWOS: The “Stay With Me” remix of the Notorious B.I.G.’s silky party jam “One More Chance” peaked at #2 behind “Waterfalls.” It’s a 9.

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