may finally put an end to that. Here, Warren G builds on his strengths: sugary, melodic hooks; snippets of street sounds; rubbery bass lines; and lyrics that flow like a river through the center of each track. But Take a Look is darker than Regulate and, in some ways, a reaction to the success of the first album. "Reality," which interpolates Sly Stone's "If You Want Me to Stay," is an indictment of envious "player haters." "Smokin' Me Out," a remake of the Isley Brothers' "For the Sake of Love," is a sly joint about, well, joints, backed by the hypnotic vocals of Ronald Isley. The bluesy "Annie Mae," narrated by Warren G collaborator Nate Dogg, echoes John Lee Hooker's song of love, sex and infidelity of the same name.

The centerpiece of Take a Look, though, is "I Shot the Sheriff," a gutsy update of the Bob Marley classic; Warren G cleverly blends the song's chorus with modern urban tales of clashes with the law. It's here that he truly flexes his muscles as both a rapper and a producer. Like the other highlights of Take a Look Over Your Shoulder, it's hip-hop at its best: sonically innovative, reality based and guaranteed to cold rock a party. (RS 756)

KEVIN POWELL