This song is a heartfelt message to Eminem's mother, Debbie Mathers, who he has skewered lyrically on previous offerings. The pair remain estranged, although Em reaches out to her here offering the sincerest of apologies.
Eminem specifically references the hurt caused by his The Eminem Show hit song "Cleanin Out My Closet," where he heavily criticized his mother for neglecting and mistreating him. Marshall explains it as an angry moment, adding that he no longer plays it at shows and he cringes every time it's on the radio.
During a Q&A session at SiriusXM's Town Hall mediated by Sway Calloway, Eminem was asked why he decided to apologize to his mother on this song after years of verbally abusing her. Slim Shady replied: "What I said on that record is what I have to say about it and I put it out there and that's pretty much all I'm gonna probably say about that,. Everything I needed to say and get off my chest I said it. So there's no need for me to even elaborate on it." Marshall shut down further discussion, saying "Headlights" is a "really personal" song for him that he doesn't want to say any more.
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