This acoustic ballad finds Eminem getting contemplative. Florida producer and songwriter Jim Jonsin produced the track. "He was open to ideas," Jonsin told MTV News about working with Eminem. "He was real respectful to my craft. He let me do what I do. He asked me ideas on some of the lyrics. We had ideas for lyric changes. Certain words may or may not work on radio. We talked about that. He had a setup outside of the room to do production, but I'd rather be in the room where he was at, and he was cool with that. And I knocked out a couple of joints in there while he was in there with me. He was pretty open and he let me do my thing. He did his thing. It was a pretty good experience."
The song features an interpolation of "Drive" by R.E.M.
In an interview with Billboard magazine, Jonsin said he went for a "soulful, Southern rock feel" for the beat and heard from Eminem's music manager Paul Rosenberg shortly after sending the demo. Within three days, Jonsin met Slim Shady in Detroit. "He had already done his vocals before I got there, so we just polished it up and tried out other song ideas," he said.
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