We were introduced to Eminem through his "Slim Shady" character, which was one of his alter egos along with Eminem and Marshall Mathers (his real name). On this track, Slim goes off in outrageous fashion on his critics, throwing in loads of pop culture/celebrity references along the way (a comedian named Tom Green was famous then). It is meant to be a parody of stereotypical pop songs, although many listeners didn't get the irony.

This was one of the last songs recorded for the album. Eminem was under a lot of pressure from his record company to come up with a hit single to get radio play and lead off the album - something similar to what "My Name Is" did for his first album. After working on the beat for most of the day, it came together when Eminem's keyboard and bass player were jamming on drum track Dr. Dre had programmed. Once they had the beat, Eminem put lyrics to it based on all the kids who were dressing and acting like he did. The next morning, Eminem came to the studio and recorded the vocals.

Eminem was exhausted by the time they came up with this song. Before they came up with the beat, he was ready to leave the album as it was and use "The Way I Am" as the first single. His record company wasn't about to let that happen.