Before enduring the struggle of being an independent podcaster, Joe Budden was ruling the Billboard charts, basketball games and movie theaters everywhere with his smash record "Pump It Up." Produced by Just Blaze, the upbeat club banger featuring a notable horn sample from Kool & The Gang's "Soul Vibrations" was passed around to Beanie Sigel and Freeway before the Jersey City rapper got his hands on it. After approaching Hov to hop on the remix, Joe found himself in front of the barrel when the Roc-a-Fella CEO dropped his own version of "Pump It Up" as a diss record towards the Def Jam signee.

Once he fired back with his own poisonous bars, the official "Pump It Up" remix was born. Fifteen years later, the host of "The Joe Budden Podcast" remembers his beef with the Roc Nation founder as "an amazing moment in hip-hop." In an exclusive interview with Billboard, Budden recalls everything he was going through when he first came across the razor sharp freestyle, which is featured on the S. Carter Collection.

"When I heard it... I mean, I’m a huge Hov fan, so that was real big," Joe explained. "He started spitting and he wouldn’t stop. Then I kind of was nervous a little bit. [Laughs] Now you got the best rapper on your a** with a hundred bars. Boy, that was nerve wracking."

Budden said it took him a good amount of time to cook up the perfect response with zero rewrites. He also reveals that he really doesn't like the video treatment for "Pump It Up." In fact, he hates it to this day. He claims the video, which features cameos from DJ Envy and DJ Enuff, hasn't aged well and feels "real embarrassed" when it comes on anywhere he goes.

"I had never made that type of record, and I didn’t know how important the video was and how much it would be seen, and we just wanted to do something different and cool. They brought in a stylist and they put on this turquoise bandana and they airbrushed the T-shirt. The video just didn’t age well, I guess that’s my thought. So when it comes on today like at a bowling alley or something randomly, I’m just real embarrassed. My haircut was bad, my sideburns, it was just..."

While Joe may pull his Yankee fitted over his face when it comes on at Footlocker, the rest us will proceed to jam out and reminisce of a more valuable era of hip-hop. Take a trip back to the early 2000s and push play on the official "Pump It Up" video below.