Third and last of the classic Tribe records, it is arguably the group's most musically sophisticated album. The tracks balance jazz, soul, and even reggae influences with pure hip-hop to arrive at a completely distinctive Tribe sound, the logical evolution of the bop-inflected hooks which characterized Low End Theory.

Production-wise, Tribe graduates from a cool school aesthetic to an electric jazz sound (reminiscent of fusion-era Miles Davis). Lyrically, Midnight Marauders finds the group's abstract poetics in excellent form as usual, and Phife is miles ahead of the Mayor-Flavour rhymes of "Can I Kick It".