MTV News scored an exclusive with Colin Tilley, who directed the epic black-and-white single from Kendrick Lamar’s To Pimp a Butterfly.

By Andres Tardio at MTV News:

MTV: What were the details that Kendrick specifically tried to fine-tune on this one?

Tilley: Well, you know what’s crazy? The intro where Kendrick, Schoolboy, Ab-Soul and Jay Rock are all in the car and we make that big reveal where the cops are holding up the car. We were talking about this specific image with everything that’s going on right now with the police and we kind of got to that point where we were sitting down with each other and we were talking about this big reveal with Kendrick and the guys being held up by cops like a carriage or something.

But the crazy part is, when we’re sitting there, all of a sudden, Kendrick was like, “Hold on, man. I’m totally hearing something completely different for this right now.” He’s like, “I’m gonna write this song and we’ll send it to you tonight. But we’ll do this song as a segment before the video even starts.” So, they sent me the song like two days later and we continued to build on it.

Once you get an image that strong, everything builds from there. It was like these vignettes that we created in the intro that explain the m.A.A.d. city. It’s not in your face like, “F—k this. F—k that.” It’s more like, this is what’s real and what’s going on in the world right now.

It was taken from all the energy. It wasn’t one specific thing. It was kind of all the energy that’s been going on and I wanted to capture it like that. I didn’t want to dive into one certain event or make it about one thing. It’s about everything that’s going on.

MTV: It’s got some dark subject matter obviously – you know, we see Kendrick get shot – but aside from that, there’s also so much joy in the video. Talk to us about why you all decided to include the dancers throughout.

Tilley: The dancers were a huge part of this. We really wanted to make sure that there is a positive message behind all this. It’s taking something negative and putting a positive spin on everything that’s going on. It’s giving hope. When you see people dancing, that’s an act of celebration. That’s expressing yourself in a certain way. That expression is so key to this whole video. It’s letting everybody know that there is a positive behind all this.

This story was originally published on June 30th, 2015.