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Despite being the only rapper to perform in the song's musical composition, the music video neglects an appearance by Shakur because of his incarceration for alleged sexual abuse. Directed by David Nelson, the video features celebrity guest appearances by Adina Howard, B-Real, Bill Bellamy, Cheryl James, Coolio, Crystal Waters, DJ Spinderella, Ice-T, Isaac Hayes, Jada Pinkett Smith, Jasmine Guy, Kenya Moore, Shock G, Joe Torry, Treach, Warren G, and Yo-Yo.
Fellow rapper Coolio took the main role in the "Temptations" music video.
Nelson said the video's production was ambitious, stating: "It's an incredible challenge to make a creative clip of a song without the artist." He goes onto say that Coolio helped enormously because he was the first to commit to his role as the bellboy. Nelson says that Coolio's role "provides the thread that weaves together the entire concept of the video." Yvette Lang, who executive produced the clip for F.M. Rocks, described the filming to be like a "big party" to show their support for Shakur. Ice-T's role as the hotel concierge was not originally intended. At first, there was a comedian set to play his role, but he ended up cancelling at the last minute. Since Ice-T was only available to shoot in the morning, Nelson decided to make him the concierge. The director called it a "strange blessing" since he is more memorable as a concierge, rather than his intended role
"I shot the clip as if it were a movie, and the preview edit is the equivalent of a film trailer. We both wanted the video to be sexy and erotic, but not sleazy. It definitely pushes the envelope, but then it throws comedy to keep things from getting too serious."
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