Here we go, it's George Carlin. I'm a mad dog snarling.
(Carlin introduces himself and compares himself to a mad snarling dog, which could relate to his gravelly voice.)
I was born in the Bronx and brought up in Harlem.
(Carlin states that he was born in the Bronx, a borough in New York City [this is inaccurate, as Carlin was actually born in the Manhattan borough], and was raised in Harlem, a neighborhood in Manhattan. Both areas are known as tough places to live and an upbringing in either borough is commonly boasted for street cred.)
I'm dope at spitting bars and getting crowds hardy harr-ing,
(Carlin states his excellence at both rapping and making his audience laugh.)
While you're the least threatening black dude since Carlton!
(Carlton Banks, a character from the sitcom The Fresh Prince of Bel-Air, was primarily known for his sheepish nature and diminutive stature, making him non-threatening. Carlin says Pryor is the least frightening African-American on television since Carlton was around.)
Now, there's seven words you can't say on a TV set.
(The seven dirty words are seven English-language words that Carlin first listed in 1972 in his monologue, "Seven Words You Can Never Say on Television".)
But this is the pissin' fuckin' cuntin' Internet,
(Carlin breaks the fourth wall and states that since he is on an Internet show, he is allowed to say the seven dirty words. “Piss”, “fuck”, and “cunt” are three of the seven words being referred to.)
And my cocksucking motherfucking bits are the tits!
(“Cocksucker”, “motherfucker”, and “tits” are three more of the seven words being referred to. Saying something is "the tits" means that it is really good.)
Non-stopping brain droppings like my wit’s got the shits!
(“Shit” is the last of the seven words being referred to. To “have the shits” means to have diarrhea, so Carlin says his brain is constantly dropping clever jokes like diarrhea. “Brain Droppings” is a 1997 book by Carlin.)
So call this Pryor-hea: I doo-doo on you constantly!
(Carlin makes a pun on Pryor’s name and diarrhea to say that he will shit on him, or beat him in the battle. This also follows on from the previous line and references his quick wit.)
No pauses in my punchlines, no commas in my comedy!
(Carlin says he never stops to take a break in his stand-up comedy. This may also be a reference to his material about the English language.)
You'll be down for the count when this counter-culture counterman
(To be “down for the count” refers to when a boxer has been knocked down. Counterculture is a way of life and set of attitudes opposed to or at variance with the prevailing social norm, referencing Carlin’s humor that was primarily based around the government and social norms he found irritating. A counterman is a person who works behind a counter serving customers, which leads into the following line.)
Serves you with a stand-uppercut you can't counter, damn!
(Carlin says that similar to a counterman and a boxer, respectively, he will serve (or beat) and uppercut an unsuspecting Pryor. Stand-uppercut is a pun on stand-up, the type of comedy Pryor and Carlin are involved in.)
I'm Wilder than Gene when I'm killing the beat!
(Gene Wilder was an American actor and comedy partner to Pryor, known for his hammy roles in Young Frankenstein. Carlin says that his raps are crazier (hence wilder) then him.)
You're steady taking second place, now that's a Silver Streak!
(Silver Streak was a 1976 film starring both Wilder and Pryor. Carlin says that Pryor will lose to him and take second place, which in sports will earn an athlete a silver medal. This may also be a reference to Pryor frequently taking second billing to Wilder in their joint films. It could also reference The Tonight Show with Johnny Carson, where George Carlin and Richard Pryor were both guests on the show, and Carson said, "George Carlin was the first one on the gate" .)
(Pryor disagrees with Carlin’s last line and says that he will always beat him in a rap battle.)
Your style's like two drinks: it's the minimum!
(For most comedy clubs, there is a policy that if you buy tickets to see a show, you are also required to purchase at least two alcoholic beverages while watching. Pryor is starting that Carlin’s comedy is only the bare minimum of making people laugh.)
(Ooh!) It's your boy from Peoria, Illinois!
(Pryor was born in Peoria, Illinois.)
One hand on my mic, one hand on my groin
(This could refer toMichael Jackson's "Crotch Dance" where he would put one hand in the air and his other hand on his groin area. Pryor tells Carlin that one hand of him is holding the mic to rap, and another is on his crotch.)
'Cause ain't no set tighter in this whole damn game
(This is a reference to the practice in stand-up of first refining a set that is around five minutes long, which is called a "tight five". Pryor is boasting that his set is the strongest in the stand-up industry. This might also be referring to the other line, 'cause when you do the crotch dance, you usually wear tight pants. "Tight" could also mean "cool" in this situation.)
Even the shit that I spit off the top: flames! (Stand up!)
("Stand up" here might refer to the stand up comedies that both Pryor and Carlin does. Pryor is calling his rhymes, including those that he says "off the top" or spontaneously, flames, meaning that they are good. This is also a reference to the incident in 1980 in which Pryor set fire to his own hair while under the influence of drugs and alcohol.)
My delivery is rupturing the tummies!
(Pryor says the delivery of his jokes is tummy-rupturing, synonymous with the more common phrase ‘gut-busting,’ meaning it leaves someone laughing so hard they feel a pain in their torso.)
You tell a joke and people go, "Hmm, that's funny."
(Pryor compares his comedy to Carlin’s, saying that Carlin’s audience, while acknowledging the humor in Carlin’s jokes, don’t find enough entertainment in them to actually laugh.)
My mama was a prostitute and grandma ran the brothel!
(Pryor’s mother Gertrude was a prostitute, and Pryor was raised in a brothel owned by his own grandmother Marie Carter.)
Seen some shit but not as awful as your haircut debacle!
(During the early 1970s, George Carlin faced a significant amount of backlash for changing his appearance, among those being wearing t-shirts and jeans, sporting long hair, and growing a beard. This change in appearance brought forth less television bookings for Carlin along with getting put into smaller comedy venues as his look was considered unorthodox during a time when comedians were usually well-dressed and clean cut. His income was reported to have decreased by 90% during this time. The public backlash to his new haircut and beard (among others) was transformed by Carlin into a comedy piece called "The Hair Piece", a whimsical poem that he presented in The Ed Sullivan Show in an attempt to reintroduce and rebrand himself. Pryor says that despite his rough upbringing, he’s still not seen anything as bad as Carlin’s hairstyle.)
I'm the original brother (Hey!) to give the scene some color! (Hey!)
(Pryor was an influential figure in comedy due to him paving a way for many future African-Americans in the industry. During this line, Bill Cosby interrupts him before his upcoming entrance, frustrated that Pryor is claiming this stance that Cosby feels he deserves, having also been an early African-American comedian. Cosby was also one of the two African-American comedians - the other being Dick Gregory - that Pryor admired and modelled his act after. The interruption is also a reference to the cartoon Fat Albert and the Cosby Kids, which Cosby appeared during the live-action segments. The main character, Fat Albert, is known for his catchphrase "Hey, hey, hey!")
The most iconic stand-up comic! Stand down, motherfucker!
(Pryor says he is the most iconic stand-up comedian, before telling Carlin to “stand down”, or resign, which is a reversal on the term "stand-up".)
Hey, you forgot the Cos and you know it's a mistake!
(Bill Cosby suddenlly makes an appearance in the battle. Bill Cosby was another influential comedian in African-American culture. He says that they forgot to include him in the rap battle, and becasue of his popularity and influence, they should not have.)
I eat emcees for breakfast like they're made of chocolate cake!
(“Chocolate Cake For Breakfast” is a stand up routine by Cosby. Cosby says he eats rappers for breakfast just like chocolate cake.)
I'm the greatest...
(Cosby goes on to say that he is the greatest before he starts to disorientate.)
What's wrong... what's wrong with my lip?
(Cosby continues to disorientate. This is a reference to a stand up routine by Cosby called “The Dentist”, which features lines such as “...and your bottom lip is in your lap.”)
Did somebody put something in my pudding?
(In 1974, Cosby began promoting Jell-O-brand pudding for General Foods. Cosby believes he has been drugged, referencing to how Cosby was accused and later convicted of drug-induced sexual assault.)
(I'm the... MC...)
(Cosby continues to feel disorientated after being drugged but still makes an attempt to finish his verse, to no avail.)
(They put something in the pudding. It's in the pudding...)
(Cosby repeats how he has been drugged, projecting a sense of astonished betrayal that he was drugged by a product that had so commonly been associated with him.)
Oh, shut up, you stupid son of a bitch, you know you blew it!
(Joan Rivers reveals herself, revealing her to be the one who poisoned Cosby.Rivers is telling Cosby that he had made a big mistake by entering this battle.)
I'd have attacked you two first but your hearts beat me to it! (Oh!)
(Richard Pryor died of a heart attack on December 10, 2005. George Carlin died of cardiac arrest on June 22, 2008. Both comedians also suffered many non-fatal heart attacks throughout their lives. Rivers claims she would've attacked both of them but their hearts did the job before she could.)
Cosby, you can't be here! (Ah!) You're making people nervous (Ah!)
(In 2018, Cosby was imprisoned for attempted assault, rape, drug-facilitated sexual assault, sexual battery, child sexual abuse, and sexual misconduct. Rivers is saying that because he is here, the audience is going to think he will do the same to them. It also alludes to the fact that Cosby is the only one alive among the rappers during the release of the rap battle.)
So let me end you real quick like I was Hannibal Buress (Ohh!)
(A comedy routine regarding rape allegations against Bill Cosby by Hannibal Buress on October 16, 2014, went viral and created a snowball effect, resulting in over 60 women coming forward with rape allegations against Cosby. Joan plans to end Cosby's presence in the rap battle just as quick as Buress's routine ended his career.)
It turns out you were just like your sweater: monstrous!
(Rivers is calling Cosby's sweater ugly while also saying that his personality and actions aren't any better.)
The men that I slept with only wish they were unconscious
(Joan makes fun of her own sex life, much like she would in her comedy routines. Bill Cosby was accused of having sex with women while they were unconscious while Joan jokes that the men she had sex with wished they were unconscious.)
My sex jokes offend, you’re on the sex offender registry!
(Joan Rivers frequently made sexual jokes (similar to the preceding line) over her career, leading to many being outraged over her material. She compares this to the fact that over 60 women have accused Cosby of various sexual crimes, saying her offensive material is nothing compared to the crimes he's been convicted for.)
Oh, who are you wearing now? Is that State Penitentiary?
(Rivers was the host of television series, Fashion Police, where she and a panel would critique celebrity fashion. Rivers uses the common celebrity gossip phrase “Who are you wearing?” which refers to who the designer of a celebrity’s outfit is, to mock Cosby for being incarcerated, now wearing the uniform of inmates at the state penitentiary he’s locked up in.)
Enough with the roofies, let me move on to Rufus
(Date-rape drugs are often referred to as roofies. George Carlin portrayed the character of Rufus in the 1989 movie Bill and Ted's Excellent Adventure.)
My jokes always had bite, you started out toothless
(Rivers claims her jokes always were always strong and over the edge, while Carlin started out in comedy with a safer routine.)
And you just kept talking, you wouldn't shut up
(Carlin would always keep talking and barely stop (as stated in his verse.)
Honestly, I'm glad you died. Fourteen specials was enough!
(Rivers displays relief that Carlin died because she feels the number of comedy specials Carlin recorded was tiring.)
And Richard, can we talk? Can I call you Dick?
("Can we talk?" was one of Rivers' catchphrases. "Dick" is short for "Richard".)
Like your fifth wife did when you remarried your sixth?
(After divorcing with his 5th wife, Flynn Belaine and then marrying and divorcing her again, Pryor went back to his fourth wife, Jennifer Lee and stayed married with her until his death in 2005. She uses the previous line of calling Pryor "dick" to suggest what his previous wives might call him after learning about his remarriage.)
At this point, I've got more plastic than flesh,
(Rivers has gone through 348 plastic surgeries.)
But my Tupperware body couldn't keep your raps fresh
(This is a reference to the Joan Rivers quote "I've had so much plastic surgery, when I die they will donate my body to Tupperware". Because Tupperware is used to keep foods fresh, she says her plastic-heavy body still couldn't do so for her opponents' raps.)
I think my pudding-
(Still disoriented, Cosby awakens and theorizes some more about his pudding being drugged before Joan knocks him unconscious with a magic lamp.)
So don't throw down with Rivers! The flow is too relentless!
(Rivers is telling Carlin, Pryor and Cosby that her flows are too relentless that none of them have a chance of winning and she warns them not to mess with her. Flow is also a pun on her name, Rivers, as in water flow.)
I haven't thrashed celebrities this bad since The Apprentice!
(Rivers was once a contestant and a judge on The Celebrity Apprentice, winning the title and beating the other celebrities during her run as a contestant. She was known to talk trash about a lot of contestants.)
I'm closing this battle! No one else compares!
(Rivers' saying that no one else can compare to her and she will finish this battle all by herself.)
The only place I'm in the middle is on Hollywood Squares!
(Hollywood Squares is a game show that ran for four separate stints in the 1960s, '80s, '90s, and 2000s. Contestants would answer trivia to play tic-tac-toe with celebrity guests. Since Rivers was a headline guest in the 1980s run, she occupied the center square of the board. She states the show is the only place she'll be found in the middle, as she incorrectly believes she is ending the battle and not in the middle of it.)
Good morning, movie bombs! Nice shoulder pads, chief!
(Williams enters the fray referencing his role in Good Morning Vietnam, in which he played outspoken Armed Forces Radio DJ Adrian Cronauer. Movie bombs refers to the comedians starring in movies that failed critically. His intro also mimics the first time the Genie was released from the lamp in Aladdin, stretching and saying "10,000 years will give ya such a crick in the neck!" Rivers was known for mocking peoples fashion choices, so Robin gives her a taste of her own medicine by pointing out her shoulder pads and sarcastically complimenting them.)
I'm a genie in the bottle for some comic relief!
(Williams played the Genie, the comic relief character in the 1992 Disney film, Aladdin. The way Williams delivers this line is a reference to the Christina Aguilera song "Genie in a Bottle". The end of the line references the charity organization Comic Relief USA, for which Williams, alongside fellow comedians and friends Billy Crystal and Whoopi Goldberg, co-hosted several live fundraiser events throughout the 1980s and 90s.)
O Carlin, my Carlin, what can I say about you?
(This is a reference to the movie, Dead Poets Society, in which Williams plays an English teacher who teaches his students the poem "O Captain, My Captain" about Abraham Lincoln. He stood on top of a toilet seat in that scene, mimicking the end of said movie, where John Keating's (Williams) students stood on top of their desks and saluted to him after he was fired.)
Except I don't think you've had a good shit since 1962!
(To have a "good shit" means to cause a particular event that people would go on to like. Carlin has been famous for his stand-up in the early 1960s, specifically around 1962. Williams is stating that Carlin hasn't been funny since that year, and he is mocking how Carlin always walks around like he is constipated.)
Mork aged backwards and Joan, you must too!
(Mork is an Orkan that comes from planet Ork portrayed by Williams in the sitcom Mork & Mindy, the character usually speaks backward (e.g OK=KO) and it's eventually revealed in the show that Orkans age backwards as well. Williams says because of the amount of plastic surgeries Rivers has gone through, she would be aging backward.)
80 years old but that nose looks brand new! Nanu!
(Williams continues his insult towards Joan's plastic surgeries by referencing her nose job. Joan Rivers died in 2014 at the age of 81 while looking much younger. "Nanu Nanu" is the Orkan greeting used by Mork in Mork & Mindy.)
Yo Pryor, I Doubtfire makes a good shampoo
(Williams references his film Mrs. Doubtfire by using Pryor's infamous drug-induced breakdown where he set himself on fire, and jokes that the flames off the top of his head would make for a poor shampoo.)
Left you running down the street like "Oh, no!"
(In this scene we can see Williams dipping his face into a cake and saying "Oh no!". This is inspired by the iconic scene in Mrs. Doubtfire, where after having lost his latex mask, Williams dipped his face into a cake as an impromptu cream mask to hide his identity from the social worker visiting. This could be a reference to Mrs. Doubtfire's quote "Oh hello" from the scene in question.)
Comedy ain't easy, I've played plenty of dumps,
(Williams states how comedy isn’t an easy career to partake in, as some shows and jokes could fall completely flat. Many comedians also start performing in small clubs and bars that may or may not be well-maintained, such places being called "dumps".)
And believe me, we've all hit plenty of bumps.
(Williams goes on to say how all comedians have had bad shows. This could also be a tongue-in-cheek reference to all of the battle's rappers' experiences with cocaine (barring Cosby), along with Williams' depression and cocaine addiction in his early years and the relapse during his later life, as "hitting a bump" could mean to take in a line of cocaine.)
(Yeah!) But now I've got the Flubber flows that'll get the club jumping!
(Flubber is a movie that Williams was in which involved a living green substance with massively enhanced traits of rubber, such as bouncing, stretching, wiggling, etc.. Williams says his rap flows make his audiences jump like Flubber.)
You got second-hand raps. "Found 'em Goodwill Hunting!"
(Williams is saying his opponents have raps that are the quality of those handed down or given away, i.e. second-hand. This is connected to thrift store Goodwill, where donated items are put on sale for lower prices, and Williams suggests they found their raps there. This is also a pun on Good Will Hunting, a movie that Williams was in.)
Got more hair on my arms than a Monchhichi!
(Throughout his career, Williams' particularly hairy body was often a subject of discussion, particularly in his own comedy routines. A monchhichi is a monkey doll first made popular in Japan that has hair all over its body.)
And I'll finish this battle like it's Jumanji!
(One of Williams' movies was Jumanji, in which he plays a board game of the same name that causes chaos that he must finish in order for the chaos to end. When the game does end, the player is required to say the name of the game. Williams says that he will end the battle like he ended the board game.)
I love the prince, but you'll never have a friend like me!
(In Aladdin, Williams portrays the Genie who sings the song "Friend Like Me." He also turns the title character of the movie into a prince. After Aladdin is turned back into his real self by the villain Jafar, the Genie tells him, "You'll always be a prince to me." Will Smith, who played the lead role in the sitcom The Fresh Prince Of Bel-Air, also portrayed the Genie in Disney's live-action remake of Aladdin in 2019. Williams says that while he loves Smith (the Prince), Williams will always be the best genie.)
Thanks folks, that's my time! Gotta set myself free!
(The Genie referenced in the previous line is imprisoned in his lamp until he is set free by Aladdin. It could also be referencing how Alan Parrish was set free from Jumanji by Peter and Judy Shepherd. This could also be black comedy referring to Williams' suicide in 2014. After Williams death, many people online, including celebrities, tweeted in tribute to Williams, "Genie, you're free", which is what Aladdin said to the Genie before freeing him from the lamp.)
Scrapped lyrics and lyric ideas
I’m the golden glove champion of this shit
(The Golden Gloves is the name given to annual competitions for amateur boxing in the United States, where a small pair of golden boxing gloves are awarded. Pryor's father was a former Golden Gloves boxer.)
It doesn’t get more iconic black comic than this
(This lyric is what developed into the lyric, "The most iconic stand-up comic! Stand down, motherfucker!" This could also be a reference to how Carlin is know for his black comedy.)
I’ll drop you like the N-bomb after I got back from Africa
(In 1980, Pryor, whose humor had been built around the use of the N-word ("n*****r", which is a slur considered racist towards African-American), had experienced anepiphany during his Africa trip, and refused to profit from the use of a label not of his making or to perpetuate its implications. Pryor says he will drop Carlin like he dropped the use of the N-word.)
Thoughtful’s what they say after you go up
(Pryor acknowledges that people considered Carlin to be a thoughtful person after he died.)
You’re right, I guess words change, we used to just say “you suck”
(This is a reference to a stand-up routine by Carlin where he talks about words changing in a changed world. Pryor says that people who call Carlin thoughtful just mean that he sucks.)
You look like an extra from Grumpy Old Men
(Grumpy Old Men is a 1993 American romantic comedy film. Pryor says that Carlin looks old and grumpy just like the main characters in the film.)
Poetry on Attica - (This references Pryor's poetry that he wrote about the Attica prison uprising and comments he made in one of his nightclub acts.)
I ain’t mad atcha - (Pryor isn’t angry at Carlin.)
…ass’ll get kicked - (Pryor states that he will beat Carlin.)
…back of the hip - (It is unknown what this lyric idea would have developed into.)
Windowing shopping for street cred - (This may be a typo on “window shopping”, which is when someone visits a store or mall to admire goods rather than to purchase them.)
You always make the lists of stand-ups near the top
(Rivers acknowledges Pryor's success as a stand-up comedian, but counters this with the following line.)
But your movies ended up like your cheeks: flops!
(Several of Pryor's films were seen as critical and financial disappointments, or "flops". Rivers compares Pryor's film work to his cheeks, being floppy.)
I'm headlining this battle! No one else compares!
(This lyric is what developed into the lyric, "I'm closing this battle! No one else compares!" A headliner is a performer or act that is the star attraction on a program and typically performs last.)
Except you haven’t had a good shit since 1962!
(This lyric is what developed into the lyric, "Except I don't think you've had a good shit since 1962!")
And yo Pryor, I Doubtfire makes a good shampoo!
(This lyric is what developed into the lyric, "Yo Pryor, I Doubtfire makes a good shampoo!")
Lit yourself up and ran down the street like "Oh, no!"
(Left you running down the street like "Oh, no!")
And the road ain't been easy, we've played plenty of dumps,
(This lyric is what developed into the lyric, "Comedy ain't easy, I've played plenty of dumps,")
But I got the Flubber flows that'll get the club jumping!
(This lyric is what developed into the lyric, "(Yeah!) But now I've got the Flubber flows that'll get the club jumping!")
You got second-hand raps. "Hey we found these Goodwill Hunting!"
(This lyric is what developed into the lyric, "You got second-hand raps. "Found 'em Good Will Hunting!)
That's my time now watch me set myself free!
(This lyric is what developed into the lyric, "Thanks folks, that's my time! Gotta set myself free!")
But you couldn’t hold a candle to my success if you were granted three wishes!
(In Aladdin, Williams portrays the Genie who grants his master three wishes. Williams says that Carlin, Pryor, Cosby, and Rivers are all inferior to him, and they couldn’t compare to him even if they wished to.)
But don’t hold candles Richard, we all know what happens then!
(This is another reference to Pryor’s burning incident.)
There’s a sweetness to comedy that all of you lack
(Williams says that Carlin, Pryor, Cosby and Rivers all lack the sweetness in their comedy that makes people like them.)
And weird for me to end this battle with that
(Williams acknowledges that ending a rap battle on a happy note is strange.)
But I’m here to bring a little bit of joy back
(Williams was known for being a very cheerful comedian who made a lot of people very joyous and happy.)
Being good at comedy doesn’t mean you’re always on the attack
(Williams says that you don’t have to attack people to be a good comedian.)
It doesn’t take a genius to know a guy as manic as me
(Williams was known for being a very eccentric comedian.)
Thanks for opening for me - (Williams is most likely thanking Rivers for summoning him with the lamp. This might also be a reference to the term opening act, a performance that performs before the main attraction or the headliner of a show in a reference to Joan's previous scrapped line.)
Academy Award - (The Academy Awards, also officially and popularly known as the Oscars, are awards for artistic and technical merit in the film industry. Williams won an Academy Award for Best Actor in a Supporting Role in 1998.)
More and money - (It is unknown what this lyric idea would have developed into.)
Dead Poetic Society - (This is a reference to Williams' film, Dead Poets Society.)
Comedy store - (It is unknown what this lyric idea would have developed into.)
Patch Adams - (Hunter Doherty "Patch" Adams is an American physician, comedian, social activist, clown, and author.)
Awakenings - (This is a reference to the 1990 film starring Williams.)
A hairy sweaty mess - (Williams was very hairy and often sweaty.)
Popeye - (This is a reference to the 1980 film starring Williams.)
Always “On” - (It is unknown what this lyric idea would have developed into.)
Comedy is tragedy - (Williams had a tragic end to his life, as he battled depression, cocaine addiction, and Lewy body disease which eventually ended with him committing suicide.)
Night at the Museum - (This is a reference to the 2006 film starring Williams.)