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Music / The Marshall Mathers LP

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Now will the real Shady please stand up,
and put one of those fingers on each hand up?

"They said I can't rap about being broke no more.
They ain't say I can't rap about coke no more!"
— "Kill You"

The Marshall Mathers LP is the third studio album by Eminem, released on May 23, 2000.

At the time of the album's release, Em was already on top of the world. His previous release, The Slim Shady LP, made him an overnight sensation and got as much attention from the media as he did from Moral Guardians who were practically having heart attacks at the idea of this guy possibly controlling the innocent youth through his rhymes.

Naturally, this album took all of the insanity of its predecessor and cranked it Up to Eleven, while mishmashing it with a personal and introspective account of Em coping with his newfound fame. Darker fantasies, more disturbing parts of his childhood, and more venomous responses to critics were all implemented on the album.

The album was released to even more critical and commercial success than SSLP, with critics hailing it to this day as one of the greatest and most important albums of all time, let alone in the hip-hop genre. It gave Em his second consecutive Grammy Award win for Best Rap Album as well as a nomination for Album of the Year. It also sold more than 1.76 million copies in America in the opening week, solidifying it as the fastest-selling studio album by any American solo artist in history. The album later went on to be certified Diamond in 2011 for selling 10 million copies in America, and it went on to sell a grand total of 32 million copies around the world (by 2012).


In 2003, it was Rolling Stone's 302nd greatest album of all time; in 2012, it was moved up to no. 244, and in the the 2020 revision, it was ranked much higher at 145. It was also included in Time Magazine's 2006 list of 100 timeless and essential albums.

Keeping with tradition, the album garnered even more controversy than its predecessor with its Darker and Edgier approach to Em's life. Many people, including Dick Cheney's wife of all people, were up in arms about Em's lyrics. This caused a significant amount of protesting and debating, which only seemed to propel the album's fame further.

In 2013, Em would release a direct sequel to this album, simply called The Marshall Mathers LP 2.



  1. "Public Service Announcement 2000" (0:25)
  2. "Kill You" (4:24)
  3. "Stan" (feat. Dido) (6:44)
  4. "Paul" (skit) (0:10)
  5. "Who Knew" (3:47)
  6. "Steve Berman" (skit) (0:53)
  7. "The Way I Am" (4:50)
  8. "The Real Slim Shady" (4:44)
  9. "Remember Me?" (feat. RBX and Sticky Fingaz) (3:38)
  10. "I'm Back" (5:10)
  11. "Marshall Mathers" (5:20)
  12. "Ken Kaniff" (skit) (1:01)
  13. "Drug Ballad" (feat. Dina Rae) (5:00)
  14. "Amityville" (feat. Bizarre) (4:14)
  15. "Bitch Please II" (feat. Dr. Dre, Snoop Dogg, Xzibit, and Nate Dogg) (4:48)
  16. "Kim" (6:17)
  17. "Under the Influence" (feat. D12) (5:21)
  18. "Criminal" (5:15)
  19. "The Kids" (bonus track) (5:06)

They ain't say I can't rap about TROPES no more!

  • Added Alliterative Appeal:
    • "Kill You".
      I invented violence, you vile venomous volatile bitches
      Vain Vicodin, vrin vrin vrin!
    • "The Way I Am"
      I do not got the patience
      To deal with these cocky Caucasians
  • All Girls Want Bad Boys: "The Real Slim Shady"
    Feminist women love Eminem
    "Chicka-chicka Slim Shady, I'm sick of him,
    Look at him, walking around, grabbing his you-know-what,
    Flippin' the you-know-who."
    "Yeah, but he's so cute though!"
  • Alliterative Name: Slim Shady and Marshall Mathers (both the person and the song), as well as Ken Kaniff.
  • Alone with the Psycho: "Stan" and "Kim" both have somebody kidnap a spouse and murder her.
  • ...And That Little Girl Was Me: In "Criminal":
    Mother did drugs, hard liquor, cigarettes, and speed
    The baby came out, disfigured ligaments indeed
    It was a seed who would grow up just as crazy as she
    Don't dare make fun of that baby cause that baby was me
  • Anti-Love Song: "Kim", though he says that he loves her too, right as he's driving her out the woods to slit her throat. It's an angry love.
  • Art Imitates Life and Life Imitates Art: "Stan" is an example of both.
  • Audience Participation Song: "Kill You" is used for this purpose during concerts.
  • Ax-Crazy: Slim Shady and Stan on this album are both psycho's.
  • Badass Boast: Common in his work, but particularly this bit from "The Real Slim Shady":
    I'm like a head trip to listen to
    'Cause I'm only giving you things you joke about with your friends inside your living room
    The only difference is I got the balls to say it in front of y'all
    And I don't gotta be false or sugarcoat it at all
    I just get on the mike and spit it
    And whether you like to admit it, I just shit it
    Better than 90% of you rappers out can
    Then you wonder "How can kids eat up these albums like Valiums?"
  • Beam Me Up, Scotty!: In-universe; see Mondegreen below.
  • Be Yourself: "The Real Slim Shady" has this as An Aesop: as repressed and censorious as the Moral Guardians want our society to be, the fact remains that "every single person is a Slim Shady lurking," and instead of suppressing your rebellious or nonconformist side, you should embrace it — "Be proud to be out of your mind and out of control."
    Genius Lyrics Annotation: Society tends to project the ideology that you should live a normal life, do normal things, work a nine to five job, date one girl, marry her, raise a family etc. Slim Shady is disregarding this. Telling the free spirits of the world that it’s OK to be different. Be proud of who you are, even if you’re one of God’s unwanted children.
  • Black Comedy: The emphasis on this record is more one violence against women than his previous album.
  • Bowdlerise:
    • "Stan" received an infamous serving of this. Not only that, but there are TWO versions of the music videos for the song, with the most recent Fuse "version" of the song more censored than the last two. While MTV's short version of "Stan" is heavily censored (also removing scenes of a murder/suicide), the long version, however, isn't much better. Though Dido (singer of "Thank You" who played Stan's pregnant girlfriend in the music video) admitted in the interview that she was the one who was Bound and Gagged and struggling in the trunk of the car to get the gag out and to scream while trying to breathe in the third verse, only fewer versions of the video's long version showing some scenes with her tied up and struggling, as well as a scene with Stan (played by actor Devon Sawa) drinking while driving, are shown. The rest of the versions show only one brief clip of her at the trunk while removing a scene of Stan drinking and censoring the words "drank", "vodka", "downers", "Shut up, bitch", "screaming in the trunk", "slit", "tied her up", "suffocates" and "die". In the last verse, the censors remove all mentions of the girlfriend in the trunk, as well as the lyric, "And what's this shit about us meant to be together?"
    • One of the best examples was by Eminem himself, in his Grammy Award performance of "Stan" with Elton John, when he changed "You're like his fucking idol" to "You're like his favorite idol."
    • One rather infamous example is the censoring of a certain line from "I'm Back", where Eminem raps, "I take seven kids from Columbine stand 'em all in line, add an AK-47 a revolver, a nine, a Mac-11 and that oughta solve this problem of mine, and that's a whole school of bullies shot up all at one time". An uncensored version is completely unavailable; "kids" and "Columbine" are edited out even in the explicit version. However, 13 years later he repeats the line on "Rap God", and gets away with it.
    • A similar thing happened with "Marshall Mathers", off the same album. One line in particular was censored because, in the event you are being sued by your mother, insulting their lawyer is not a particularly clever idea.
      So which is it, bitch, Mrs. Briggs or Mrs. Mathers?
      It doesn't matter, [your attorney, Fred Gibson's a] faggot!
      Talking about how I fabricated my past.
      He's just aggravated I won't ejaculate in his ass.
    • The "four-year-old little boy laying dead with a slit throat in your living room" line on "Kim" censors "four" and "boy", even on the explicit version.
    • Eminem even references radio censorship in "The Way I Am"
      Radio won't even play my jam
    • In general, while The Slim Shady LP already had it rough, the clean version of this album is notorious for being completely intolerable, with practically every other lyric being muted. "Kim" didn't even make it onto the album, being replaced by the "The Kids", a song which is only on the clean and deluxe versions of the album.
  • Bread, Eggs, Milk, Squick: In "Marshall Mathers":
    Yo, you might see me jogging. You might see me walking. You might see me walking a dead rottweiler dog with it's head chopped off in the park with a spiked collar, hollering at him 'cause the son-of-a-bitch won't stop barking.
  • Call-and-Response Song: "Kim", a dialogue between Eminem and an impersonation of his wife.
  • Call-Back:
    • "The Real Slim Shady", "The Way I Am", and "Stan" all reference "My Name Is".
      • "Real Slim Shady" has a line mirroring the "and Dr. Dre said..." line from "My Name Is", only for Dre to not say anything and for Em to announce that Dre is dead and locked in his basement.
      • "Stan" has the title character tauntingly reciting the "I just drank a fifth of vodka, dare me to drive?" line while driving under the influence of alcohol.
    • "Kim" is a prequel to "97' Bonnie & Clyde" from The Slim Shady LP.
    • In "The Way I Am" Eminem references "Guilty Conscience" and "'97 Bonnie & Clyde", also from his previous album:
      I'm gonna name her Bonnie

      The song "Guilty Conscience" has gotten such rotten responses
  • Careful with That Axe: Em doesn't as much rap "Kim" as he does scream it, and it reaches an ultimate peak by the very end, where he lets out one last primal "BLEEEEED!"
  • Celebrity Is Overrated: "The Way I Am"
    But at least have the decency in you
    To leave me alone, when you freaks see me out
    In the streets when I'm eating or feeding my daughter
    To not come and speak to me, I don't know you and no
    I don't owe you a mothafuckin' thing
    I'm not Mr. N'Sync, I'm not what your friends think
    I'm not Mr. Friendly, I can be a prick
    If you tempt me my tank is on empty
    No patience is in me and if you offend me
    I'm lifting you 10 feet in the air
    I don't care who was there and who saw me just jaw you
    Go call you a lawyer, file you a lawsuit
    I'll smile in the courtroom and buy you a wardrobe
    I'm tired of all you, I don't mean to be mean
    But that's all I can be is just me
    (...) And I'm thankful for every fan that I get
    But I can't take a shit in the bathroom without someone standing by it
    No, I won't sign you an autograph
    You can call me an asshole''
    • "Marshall Mathers" has shades of this, too.
      All of a sudden I got 90-some cousins (Hey it's me!)
      A half-brother and sister who never seen me
      Or even bothered to call me until they saw me on TV
      Now everybody's so happy and proud
      I'm finally allowed to step foot in my girlfriend's house (Hey!)
      And then to top it off I walked to the news stand
      To buy this cheap-ass little magazine with a food stamp
      Skipped to the last page, flipped right fast
      And what do I see? A picture of my big white ass''
  • Darker and Edgier: "Kim" is Eminem's darkest song he has ever made, as it details the horrific murder of his wife, Kim.
  • A Date with Rosie Palms: Referenced in "Real Slim Shady".
    Pinching nurse's asses when I'm jacking off with Jergens
    And I'm jerking but this whole bag of Viagra isn't working
  • Death Song: "Kill You", where Eminem threatens women in a Black Comedy fashion. "Stan" is a more dramatic tale, where a Loony Fan drives his car off a bridge in an attempt to kill his girlfriend. In "Kim" Eminem murders his then-wife and places her corpse into the trunk of his car and drives her off a bridge.
  • Deconstruction: "Kill You", of his signature "let's try to offend people with really unnerving lyrics" songs.
    "And I'ma be another rapper dead, for poppin' off at the mouth with shit I shouldn't have said"
  • Deliberately Monochrome: The album cover's not black and white, per se, but more of a sepia tone.
  • Depraved Homosexual: Ken Kaniff, who is now been given a blow job by members of Insane Clown Posse, who have a feud with Eminem. In "The Real Slim Shady" Eminem makes a homophobic comment: But if we can hump dead animals and antelopes/then there's no reason that a man and another man can't elope, while in the music video he illustrates this scene by breaking up a gay marriage just as the two men are about to kiss each other and expressing disgust.
  • Didn't Think This Through / Oh, Crap!: The title character in "Stan" has both when he realizes that he won't be able to send Eminem the tape he's making before he drowns himself and his pregnant girlfriend, precisely because he's about to... well, yeah.
  • Dirty Old Man: Parodied in "The Real Slim Shady," in which Eminem muses that his life is going so fast that, by the time he's 30 years old, he'll be prematurely aged enough to need a nursing home — but still just as raunchy and debauched as ever.
    It's funny, 'cause at the rate I'm going when I'm 30
    I'll be the only person in the nursing home flirting
    Pinching nurses' asses while I'm jacking off with Jergen's
    And I'm jerking but this whole bag of Viagra isn't working
  • Downer Ending:
    • "Kim": Marshall takes Kim out to a remote area in the woods against her will, where he slits her throat in the woods. Afterwards, the same sound effects from the beginning of "'97 Bonnie & Clyde" - namely, him dragging her corpse to a car and tossing it in the trunk.
    • "Stan": The obsessed fan of the song's title commits murder-suicide, killing himself, his pregnant girlfriend, and their unborn child, all because Shady didn't answer his letters in time.
  • Draco in Leather Pants: Lampooned in "The Real Slim Shady"
    Feminist women love Eminem
    (Chicka chicka chicka Slim Shady)
    "I'm sick of him, look it him, walkin around, grabbin his you know what, flippin' to you know who"
    "Yeah, but he's so cute though"
  • Dramatic Irony: The final verse of "Stan" creates some for the listener, since Em tries to write back to the title character (a Loony Fan of his) saying that he hopes the letter reaches him in time. Just prior to Em's verse, Stan had driven his car off a bridge and killed himself, his wife, and their unborn kid.
  • Dream Team: Eminem and Dido on "Stan".
    • Eminem and Marilyn Manson on the remix of "The Way I Am". Manson also appears in the music video for it.
  • Driven to Suicide: The climax of "Stan" has the title character talking to Em while drunk driving on a bridge with his pregnant girlfriend in the trunk. The scenario ends with Stan driving the car off the bridge.
  • Drugs Are Bad: The moral of "The Kids", taught by Em to a class of kids straight out of South Park.
  • Epic Rocking: 8 out of the 18 tracks on this album are over 5 minutes long, with the longest being "Stan", which is 16 seconds shy of 7 minutes. Second longest is the 6:17 "Kim".
  • Establishing Character Moment: The page quote, which comes from the opening lines of "Kill You", the first song on the album (but not the first track; track 1 is a public service announcement, just like SSLP). Em explains this set of lines more in his autobiography Angry Blonde.
    I wanted to start the album with that song because everybody in the press was like, "what’s he gonna rap about? He’s not miserable anymore. [...] The whole idea of this song was to say some of the most fucked-up shit. Just to let people know that I’m back. That I didn’t lose it. That I wasn’t compromising nothing and I didn’t change. If anything...I got worse.
  • Even the Guys Want Him: In-universe, among them Stan, Ken Kaniff, and the Insane Clown Posse, who even think of him while having sex.
  • Evil Laugh: Eminem's chuckling during "Kill You".
  • Explain, Explain... Oh, Crap!: The ending lines of "Stan" have Em talking about a recent death in the news that he found sickening. As he explains the death more, he realizes that it was Stan who died.
  • Face on a Milk Carton: The music video to "The Real Slim Shady" shows Eminem's Mentor Dr. Dre on a milk carton (with a very beleaguered expression) just as the lyrics go And Dr. Dre said.../Nothing you idiots! Dr. Dre's dead/He's locked in my basement!
  • Face on the Cover: There are two covers and Eminem is seen on both of them from a far distance.
  • Fan Disservice: The Ken Kaniff skit on this album is a rare audio example of this, considering it has one of the most disquieting-sounding oral sex scene ever heard in a song. And it's between Ken and some members of the Insane Clown Posse, no less.
  • Flipping the Bird:
    • In "The Real Slim Shady," two fangirls talk about Em's tendency toward "flipping the you-know-who," and at the end, Eminem himself advises us to "put one of them fingers on each hand up."
    • In "The Way I Am", Eminem lampshades this:
    And it seems like the media immediately
    Points a finger at me
    (finger at me)
    So I point one back at them, but not the index or the pinkie
    Or the ring or my thumb, it's the one you put up
    When you don't give a fuck
  • Foreshadowing: In "Stan", the titular character mentions how his little brother Matthew is even more of a fan of Em than himself. After we see the events that unfold in the song, we are left with the question of how much larger is Matthew's love for Em over Stan's. We find out the answer in "Bad Guy" off of Marshall Mathers LP 2, where Matthew kidnaps Em, planning to bury him alive, but winds up committing a murder-suicide in the exact same manner as his big brother.
  • Gross-Up Close-Up: In the music video of "The Real Slim Shady" Eminem spits in an onion ring he delivers to an obese woman, from which she takes a disgusting looking bite as she walks away.
  • Haven't You Seen X Before?: "Y'all act like you never seen a white person before."
  • Horrorcore: "Kim" is a definite example of this genre, with a very graphic and Played Straight story of Eminem murdering his wife in the forest.
  • "I Am" Song:
    • "The Real Slim Shady".
    • "The Way I Am" is one of the darker examples of this trope in his discography.
  • I'm Your Biggest Fan: Stan. Oh, Stan.
    • To such an extent that the name "Stan" is actually used in some communities to refer to a megasuperobsessive fan.
  • Location Song: "Amityville" is a song about Detroit, where the rapper discusses the city's crowning as murder capital of the United States.
  • The Loins Sleep Tonight: "The Real Slim Shady" foresees a time when Slim is in the nursing home chasing nurses, but even Viagra isn't able to help him.
  • Loony Fan: Stan is a famous example in hip-hop, so much so that all obsessive fans are now referred to as "stans".
  • Literal Ass-Kissing: The video for "The Real Slim Shady" among other things shows Eminem dressed up as a masked superhero with a large prosthetic ass who attacks unsuspecting citizens to force them to kiss his bum.
    My bum is on your lips! My bum is on your lips!
    And if I'm lucky, you might just give it a little kiss!
  • Lyrical Cold Open: "Kill You", "Marshall Mathers", and "Who Knew?".
  • Manly Tears: Eminem cries in "Kim" because she was supposed to love him, then he strangles her.
  • Misogyny Song: Eleven of the 14 songs on this album have violent and misogynistic lyrics. Nine refer to murdering women.
  • Mondegreen: At the climax of "Stan", the title character incorrectly refers to Phil Collins' "In the Air Tonight" as "In the Air of the Night". However, he was drunk and high, not to mention insane, so there is reasoning.
  • Mood Whiplash:
    • "Kim" starts with Em softly talking to her baby daughter Hailie, but as he shifts his attention to Kim his voice is raised and it all goes downhill from there.
    • "Under the Influence", which is the song right after "Kim", opens with Eminem comedically slurring gibberish.
    • In one particular bit of "Stan", the title character goes from talking about how much he loves Em (even getting his name tattooed across his chest) to talking about how he enjoys the adrenaline he gets from the pain of slitting his wrists.
    • Arguably the whole album after "Ken Kaniff" skit falls into this trope. From farily upbeat sounding "Drug Ballad" it goes to very dark and violent on "Amityville" then back to "Bitch Please II" which sounds more like something from "2001". From that point the album reaches it's most notoriously violent song with "Kim", which in turn is followed by "Under the Influence" starting with Eminem literally mocking listeners for taking anything he says seriously. "Criminal" has similar theme, but with a darker approach to it.
  • Murder Ballad: Practically every other song, "Kim" is the best example, despite not being a song and more of an audioplay.
  • Obsession Song: "Stan", written from the perspective of a Loony Fan of Em.
  • Ode to Intoxication: "The Way I Am"
    I sit back with this pack of Zig-Zags and this bag
    And this weed it gives me the shit needed to be
    The most meanest MC on this, on this Earth
  • One-Man Song: "Stan", "Paul", "Steve Berman", "Ken Kaniff", "The Real Slim Shady" and "Marshall Matters".
  • One-Woman Song: "Kim"
  • One-Word Title: "Criminal", "Paul", "Stan", "Amityville"
  • Parental Incest: "Kill You" has lines where Eminem rapes his own mother.
  • Parental Neglect: "The Way I Am"
    Sometimes I just feel like my father
    It hate to be bothered with all of this nonsense
  • Pet the Dog: In the final verses of "Stan", Marshall shows a caring and compassionate side almost completely absent in most of his work.
  • Pop-Cultural Osmosis: To the younger generation the line "Will the real X please stand up?" is associated more with "The Real Slim Shady" than the quiz show where it originated from: To Tell the Truth
  • Precision F-Strike: Like in most of Eminem's songs. However in "The Way I Am" he gives an explanation:
    Since birth I've been cursed with this curse to just curse
    And just blurt this berserk and bizarre shit that works
    And it sells and it helps in itself to relieve
    This tension dispensing these sentences
  • Product Placement: "The Real Slim Shady"
    He could be workin' at Burger King, spitting on your onion rings
  • Questioning Title?: "Who Knew?" and "Remember Me?"
  • Real Life Writes the Plot:
    • On the original cover Eminem was sitting on the porch of the house where he lived during teenagehood.
    • "Drug Ballad" is about his drug use. "Stan", "I'm Back" and "Marshall Matters" are about his struggles with superstardom, while "Remember Me" and "Bitch Please II" are about his return and effect on the music industry.
    • "The Way I Am" and "Criminal" address Eminem's feelings about the media controversy over his lyrics and the accusation that he is just "some wigger who tries to be black." He also references the pupils who shot other pupils in the Columbine High School in Colorado in the spring of 1999.
    When a dude's getting bullied and shoots up his school
    And they blame it on Marilyn and the heroin
    Where were the parents at and look where it's at
    Middle America, now it's a tragedy
    Now it's so sad to see, an upper-class city
    Havin' this happening
    • "Kim" expresses Eminem's hate for his then-wife. In the song he imagines killing her and dumping her body in a car from a bridge.
  • Record Producer: Dr. Dre.
  • Refuge in Audacity: Oh yeah. He even acknowledged it in "The Real Slim Shady":
    The only difference is I got the balls to say it
  • Resistance Is Futile: During "Kim" Eminem kidnaps his wife. As she tries to run away in the forest he follows her, catches her again and tells her there is no way to run too. To taunt her even more he screams along with her for help, to emphasize nobody's there to help her.
  • Revenge Is a Dish Best Served: "The Real Slim Shady" advises that Slim Shady "could be working at Burger King, spitting on your onion rings."
  • Sampling:
    • "Kill You" features an interpolation of "Pulsion" performed by Jacques Loussier.
    • "Stan" contains a sample of Dido's "Thank You".
  • Sanity Slippage Song:
    • The three verses of "Stan" written by the title character show his mental state progressively deteriorating as he starts getting more and more fed up with Em not replying to his letters.
    • "The Way I Am"
      And I just do not got the patience
      To deal with these cocky Caucasians who think
      I'm some wigger who just tries to be Black
      Cause I talk with an accent, and grab on my balls
      So they always keep asking the same fucking questions
      What school did I go to, what hood I grew up in?
      The why, the who, what, when, the where and the how
      'til I'm grabbing my hair and I'm tearin' it out
      Cause they drivin' me crazy, I can't take it
  • Saying Sound Effects Out Loud: Eminem imitates a chain saw by saying "vin-vin-vin" in "Kill You".
  • Self-Titled Album: Named after his actual name.
  • Sequel Escalation: People who thought SSLP was crass and over-the-top would be shocked shitless by the album, considering how Em's lack of fucks to give is only increasing, and it shows through the music.
  • Shout-Out:
    • "The Real Slim Shady" refers to Pamela Anderson and the alledged abuse at the hands of her ex-husband, rocker Tommy Lee.
      Jaws all on the floor, like Pam, like Tommy just burst in the door
      And started whoopin' her ass worse than before
      They first were divorced, throwin' her over furniture
    • "The Real Slim Shady" namedrops Tom Green and his song "Lonely Swedish"
      Sometimes, I wanna get on TV and just let loose, but can't
      But it's cool for Tom Green to hump a dead moose
    • The song also references the song "The Bad Touch" by Bloodhound Gang:
      Of course, they're gonna know what intercourse is by the time they hit fourth grade
      They got the Discovery Channel, don't they?
      We ain't nothing but mammals
    • In the music video of "The Real Slim Shady" one of the asylum patients is seen laughing at a scene from the Flip the Frog cartoon "Fiddlesticks".
    • "The Way I Am"
      I am not Mr. *NSYNC
      I am not Mr. Friendly
      I am not what your friends think
    • "The Real Slim Shady" became such a pop culture phenomenon that it was parodied by Emily Ellis as "Will The Real Slim Shady Please Shut Up?".
    • "The Way I Am" provides a shout-out to "As The Rhyme Goes On" from Eric B. & Rakim's Paid in Full
      If I wasn't then why would I say I am?
    • "The Way I Am" also references Columbine and Moral Guardians putting the blame on Marilyn Manson. In the music video of this song Manson makes a cameo appearance.
    • "The Kids" is essentially a great big love letter to South Park.
    • "Kill You" mentions Norman Bates; quite appropriate, as both Norman and the Em depicted in the song are both killers.
      A bloodstain is orange after you wash it 3 or 4 times in a tub
      But that's normal, ain't it, Norman?
  • Special Guest: Dido plays Stan's girlfriend in the music video of "Stan", a song that also samples her number "Thank You". During "Bitch Please II" Snoop Dogg, Dr. Dre, Xzibit and Nate Dogg are featured on guest vocals. "Remember Me?" has guest appearances from RBX and Sticky Fingaz, "Amityville" by Bizarre and "Under the Influence" by D12. Marilyn Manson appears in video for "The Way I Am."
  • Spiritual Successor:
    • "Bitch Please" on this album is a sequel to "Bitch Please", a 1999 song by Snoop Dogg.
    • The 2013 album The Marshall Mathers LP 2.
  • Spoken Word in Music: "Kim" is not a song, but more a sort of Audio Play, complete with sound effects.
  • Stalker with a Crush: "Stan" is a rare male/male version. Not only is there "My girlfriend's jealous 'cos I talk about you 24/7", but Stan also says that he and Eminem should be together. The video actually shows Stan taking a photo of himself and his girlfriend and covering her up with a picture of Eminem cut out of a magazine.
  • Stock Sound Effects: Rain, thunder, car sounds, a car dumped in the river,... are used in "Stan" and "Kim".
  • Stop and Go:
    • "Kill You"
      You don't... wanna fuck with Shady
      Cause Shady... will fucking kill you
  • Take That!:
    • "The Real Slim Shady" is one giant rant against the rappers who try to copy him and also targets Will Smith, the Grammy's, Britney Spears, Christina Aguilera, Fred Durst, Carson Daly note  and boy and girl bands in general. The music video also has Kathy Griffin appearing as a nurse.
      Will Smith don't gotta cuss in his raps to sell records
      Well, I do. So fuck him and fuck you too.
      (...) You think I give a damn about a Grammy?
      Half of you critics can't even stomach me, let alone stand me
      "But Slim, what if you win, wouldn't it be weird?"
      Why? So you guys could just lie to get me here?
      So you can sit me here, next to Britney Spears?
      Shit, Christina Aguilera better switch me chairs
      So I can sit next to Carson Daly and Fred Durst
      And hear 'em argue over who she gave head to first?
      I'm sick of you, little girl and boy groups all you do is annoy me
      So, I have been sent here to destroy you
    • "Ken Kaniff" is a diss back to Insane Clown Posse for writing an diss track aimed at Eminem. In this skit the band members engage in homosexual oral gratification.
  • Take That, Audience!: The "public service announcement" at the beginning of the album proudly informs listeners that "by purchasing this album, you have just kissed [Eminem's] ass."
  • Trapped in a Sinking Car: In "Stan", Stan purposely drives his car off a bridge into a body of water, drowning himself and his pregnant girlfriend (who he has locked in the trunk).
  • Unreliable Narrator: Eminem lampshades how often he twists fact and fantasy in the song "Criminal":
    A lot of people ask me.. stupid fucking questions
    A lot of people think that.. what I say on records
    or what I talk about on a record, that I actually do in real life
    or that I believe in it
    Or if I say that, I wanna kill somebody, that..
    I'm actually gonna do it
    or that I believe in it
    Well, shit.. if you believe that
    then I'll kill you
  • Urban Legends: Discussed in "Stan" when the title character talks about the misinterpretation of the lyrics of Phil Collins' song "In the Air Tonight".
  • Wham Line: From "Kill You" - "Just bend over and take it like a slut, OKAY MA?"
  • Whole Some Cross Dresser: He dresses up like Britney Spears in the music video of "The Real Slim Shady".
  • Wretched Hive: "Amityville" describes Detroit as this kind of place.
  • Yandere: A rare male example in "Kim". Although Eminem repeatedly states his extreme hatred for his ex-wife in the song, it is also pretty clearly implied that he remains obsessed with her and that at least part of his anger is out of jealousy that she left him for another man:
  • You Wanna Get Sued?: "The Kids" is an homage to South Park, and Eminem ends the song saying the writers of South Park are probably gonna sue him.


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