Despite the release of a clean version of the album, even in the explicit version, most of the lines referencing the Massacre are censored including a line from the song "I'm Back" with " I take seven from, stand 'em all in line Add an AK-47, a revolver, a nine A MAC-11 and it oughta solve the problem of mine" and in "Kim" with " There's a year old little laying dead with a slit throat in your living room!". The record also referenced events that happened around the time, such as the Columbine School Shooting Massacre in Colorado.
The main topics throughout the album is his personal life, stardom, and criticisms that he's been given since the last album. The album contains more autobiographical lyrics than The Slim Shady LP. "Stan" would be released as the third single. The Way I Am, however, was released as the second single and talks about his fame and struggles going out in public and features Marilyn Manson who was accused of inspiring the Columbine shooting in Colorado. Mathers would later write " The Real Slim Shady", which was released as the first single off the album. This thought greatly stressed out Marshall and led him to write The Way I Am. Although "who Knew was originally pending to be the album's lead single, Interscope CEO Jimmy Iovine suggested a lighter, more radio-friendly song similar to My Name Is from The Slim Shady LP. Marshall submitted the album to Interscope and they said it was one track short of a great album. The recording took two months and by February had 16 tracks and was ready to release the album. As soon as Marshall heard Dido's lyrics, he could hear in his mind the lyrics portraying an obsessed fan and began crafting a song about an obsessed fan who killed himself and his pregnant girlfriend (played by Dido in the video) cause Eminem wouldn't respond to his letters.
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The 45 King, the song's producer, heard the song on an advertisement for the movie Sliding Doors and added a drum and bass line. The most famous track "Stan" samples Thank You by Dido. "Criminal" was based on a piano riff that Marshall overheard producer Jeff Bass playing in the next studio, whom also gave Mathers the inspiration for "Marshall Mathers" after hearing him strumming a guitar and spontaneously singing the hook with it. The explicit version of this song is also featured as a bonus track on the explicit version. The song doesn't appear on the clean version and is instead it's replaced by "The Kids". Although many songs were written then, the first song he wrote for the album shortly after finishing work on The Slim Shady LP in late 1998 was "Kim", a song that portrays Marshall vividly murdering his then-wife, Kim Mathers. Marshall asked what beat was playing and asked Dre to send a tape of the beat, which would later become "Kill You". While there, Marshall got a phone call from Dre at the studio who was playing a beat in the background. Marshall wrote lyrics while on a European tour promoting The Slim Shady LP and got inspiration in Amsterdam. The Slim Shady LP dropped a year after Eminem was signed and became the biggest selling rap album of that year debuting at #2 on the Billboard 200 and sold 283,000 copies on it's first week. Dre after getting a copy of it by Mathers after placing second in a rap competition called "Rap Olympics" impressed by it, Dre signed Eminem to his record company Aftermath Entertainment a sub company of Interscope. Eminem released his debut solo album Infinite in 1996 to poor sales, resulting in Marshall creating his alter ego "Slim Shady" who had been introduced on The Slim Shady EP in 1997 which Interscope Records CEO Jimmy Iovine play for Dr.
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