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Flashes of Chicago, 1980-something: Spanish horns blowing through speakers on the North Side. Scores of poor kids in gangs on the South Side. Hip-hop bridging blacks and Latinos on the West Side. And then closer: A cousin’s head smashed in by a punchbowl; shards of glass never pulled out. Casio keyboards. P-Funk and Earth, Wind & Fire; Jane’s Addiction and The Cure. “Easter eggs.”

Can the scattered pieces of separate pasts—some joyous, some painful—be picked up and used again, this time as part of a shared outlook for the sake of art? Where does influence come from?

With producers Molemen, music is fabric. Snares and kicks marry each other and birth rhyme offspring. Like The Alchemist, their beats don’t so much make the tracks as they make the artists behind them feel comfortable enough to make whatever they want. The client roster covers all: Vakill, Naledge, Juice, Rhymefest, MF Doom, Cage & Copywrite, L the Head Toucha, Capital D, Slug, C-Rayz Walz, 7L & Esoteric, Percee P, Grand Daddy I.U., Buck 65 & Sage Francis, Louis Logic. The results hardly vary. Molemen’s three members—Panik, Memo and PNS—make beats on their own, then brainstorm to patch together compilations and albums. It’s a fascinating experiment, like giving three kids the same coloring book but then handing out markers, crayons, pencils and pens and seeing who grabs what.

The sounds are random; the songs become mini-movies. A track like Vizion & Visual’s “1,000 Yd. Stare,” found on last year’s odds-and-ends Lost Sessions, gets its elevation from keyboard burps that share a lot in common with Gang Starr’s “Mass Appeal.” But then the grinding guitars walk in and blow the high. What were we thinking? It happens often, that reality check. Sometimes we think we’re ready for it. A familiar sample is at first comforting and then adopts a new meaning. On Vakill’s “The King Meets the Sickest,” featuring Royce da 5’9”, Panik takes the same strings-and-piano swelling in Young Buck’s gutter-bluesy “Bonafide Hustler.” He doesn’t change much, laying a hollow kick underneath the melody that echoes the song’s gotta-get-mine hunger. But it’s his ear that matters. To witness Vakill and Royce trade lines like the best rappers that never made it over such musical conviction redefines hustle.

Panik had doubts about flipping the sample. “Me and Vakill were going, ‘Should we use this?’ We decided not to, and I came up with this other beat. But a week later, Vakill’s like, ‘Man, fuck that. We’re using it.’ [laughs] We made it our song.”

Born Edward Zamudio, Panik’s the kid who grew up on the North Side, latching onto Parliament/Funkadelic records when he was just 5 years old. He spent two years living in Mexico, and the music of his Latin heritage would impact him for a lifetime. But it was hip-hop that had road signs.

An outcast in Adidas tracksuits, Panik had to travel to the South Side for a taste. “Chicago was mostly house music,” he says. “There was hardly any hip-hop going on.” Panik hit a couple of rap circles in the early ‘90s and took notice of a fierce spitter named Vakill. The two clicked and soon began fumbling their way through recording sessions. Molemen were born.

A few years later, Panik met South Side native Korey “Memo” Mitchell, who was looking for someone with a drum machine so he could work on tracks with a then-unknown Rhymefest. PNS (born Juvenal Robles) was a West Side DJ and former graffiti artist obsessed with Grandmaster Flash who joined the group in 1996. With a foundation laid, the three began producing records on their own but collecting them under the Molemen moniker. They had separate contacts that often intertwined—Panik was tight with Vakill and Juice; Memo worked with Cage and Copywrite; PNS recorded Doom and Slug—but the Molemen reputation grew as one. By 2001 they had enough material to put out Ritual of the…, a compilation highlighting the group’s memorable collaborations.

Memo’s much more straightforward with his intentions. “I would be a complete asshole if I were to push a mainstream beat onto our fans,” he says blankly. “That’s lunacy. It pretty much does away with whatever we’ve built up until this point.”

Of Molemen’s three members, Memo has had perhaps the most organic musical upbringing. He learned to record on a cheap Casio keyboard and got into hip-hop when he heard a kid on his street reciting lyrics to rap songs. Later he would make beats in his basement with Rhymefest, who lived around the block.

Memo fell in love with the radio and studied the production styles of DJ Mark the 45 King, The Bomb Squad and Marley Marl. But it was Premier who set the standard. “He’s a god to me,” Memo says. “I’d go to a Gang Starr album—that’s what I used to look for when I wanted to find a good beat. I wanted to sound as good as Premo.”

PNS, too, worshipped the Brooklyn producer. But he also paid attention to pop and rock bands like The Smiths, Duran Duran and Jane’s Addiction, a peace offering to his girlfriends at the time since they couldn’t stand the hardcore hip-hop he would listen to. Knowing the average rap fan had no idea who these groups were, PNS would craft mash-ups and sample obscure recordings as an inside joke to friends.

“It came from me sampling the theme song from this Spanish television show we used to watch,” PNS says. “Every Latin kid that’s come up to me has mentioned it. We call it Easter eggs—we leave them everywhere.”

PNS was, and still is, a diehard Cure fan. He was surprised to learn that his idol, Premier, loved the band, too. “I read an interview where Premo said he flew to Texas to see them in concert,” PNS says. “And this is the guy making all the gutter tracks.”

“It comes from the production part of our minds where, when we go digging, we buy all types of music,” he adds. “You start going down different roads. If you’re just straight hip-hop, you’ll never grab emotion.”

Vakill is a concrete-hard near-casualty of the South Side mid-‘80s crack era. He grew up with 15 cousins in his grandmother’s house; two of them were in rival gangs. He was maybe 10 or 11, he can’t remember which, when he saw a glass punchbowl shatter another cousin’s head, pieces of which remained lodged in his skull. Afraid pulling out the glass would mean brain damage, doctors didn’t fully operate. Years later, unable to deal with the pain, Vakill’s cousin committed suicide with a .38 Special.

That was one thing, the tip of an iceberg of frustration. On record, Vakill’s voice boils over with this kind of nervous energy. On the phone, he’s measured and calm but just as manic. He talks about loyalty, about carving out a career in hip-hop. “I understand what Rashid [Common] was doing on Electric Circus, how he was about to go left,” Vakill says. “That’s why I don’t want brackets put on my music. I don’t wanna be a backpacker; I don’t wanna be a gangster. I want to be an artist.”

Sonically, Panik and Memo took Worst Fears to some scary places. Soaring strings, crushing piano chords, lots of atmosphere. At times it feels like the soundtrack to a psychological thriller or one of those Japanese horror films. But commercially it’s stuck. It’s uncompromising, with only the soulful “Serpent & the Rainbow” capable of taking a crack at radio. Despite endorsements from national publications, Worst Fears has been sentenced to the underground.

Chicago City Limits Vol. 2 by the Molemen, and Vakill’s Worst Fears Confirmed are available now. For more information, visit molemen.com.