Following the release of 1999's The Slim Shady LP, Eminem had become very popular and notorious in a very short amount of time. His lyrics were shocking and edgy, and the extra attention he received as a white MC under the tutelage of legendary producer Dr. Dre afforded him a spotlight most MCs would never receive. But anyone that thought this was as big as Eminem would ever get, or that he would be a one-and-done type of novelty artist a la Vanilla Ice, clearly didn't realize Eminem's skills and would be left awestruck at the media monsoon that swirled around the Detroit rapper following the release of The Marshall Mathers LP. This stands as Eminem's magnum opus to this day, as it remains his most personal, shocking, and consistent album. The cartoon violence from Slim Shady would be all but left behind in favor of an angry, aggressive, brooding Marshall Mathers, who recounted tales of violence that would seem all-too-real, and also spewed homophobic, misogynistic, and abrasive lyrics packed with punchlines and multisyllabic rhymes. This marked the birth of a true superstar in hip-hop the likes of which may never be seen again.1. Public Service Announcement 2000
A funnier, more profane revisit of The Slim Shady LP's "Public Service Announcement." The warning goes out that "Slim Shady does not give a fuck what you think." This was quite an understatement.
Skit rating: 4.5/5.0
2. Kill You
The musical portion of the album gets off to an uproarious start, as Em launches right into the maniacal "Kill You." Em's rapid fire rhymes roll right through a number of topics, from his hatred of his negligent parents, cocaine use, choking a prostitute, raping his mother, Vicodin abuse, and "blood, guts, guns, cuts, knives, lives, wives, nuns, sluts"--and we're only through the first verse.
Instrumental rating: 4.5/5.0 I'm not quite sure how to describe this beat, but it's excellent. It's a spare beat with a stop-and-start pattern to the music. Produced by Dr. Dre, co-produced by Mel-Man.
Lyrical rating: 5.0/5.0 Em attacks the beat with ferocity and while the content may leave you dumbfounded, if you manage to analyze the rhymes, it's written excellently.
3. Stan (feat. Dido)
Arguably the most iconic song of Em's career (the only competition probably coming from "Lose Yourself"), Em spins a dark, stunningly descriptive tale of a psychotic fan who obsessively writes letters to Em, only to commit suicide when he doesn't receive a reply. The song is written from the first person point of view of Stan as he writes his letters, and the tale is embellished by pencil scratches in the background, as a thunderstorm rages ominously. In the third verse, Stan records a tape of himself as he drunkenly rants to Em while speeding down the freeway with his pregnant girlfriend in the trunk of his car. The verse ends with the screaming of brakes as the car crashes through the guardrail into the water. The fourth verse concludes the song with Em responding to Stan's letters, only to realize at the end that the maniac he just saw on the news was, in fact, Stan. The song makes prominent use of a vocal sample of Dido's "Thankyou."
Instrumental rating: 5.0/5.0 The bass groove and subtle guitar strums through the song dominate the musical portion of the track, but the real magic is in the track's use of sound effects, such as the pencil, the thunder, the rain, and the sound effects of the screaming girlfriend in the trunk and the accident. This soundtrack combines with Em's lyrics to tell the chilling story. Produced by 45 King, co-produced by Eminem.
Lyrical rating: 5.0/5.0 The seemingly odd choice of sample actually provides a wonderful contrast to the building tension in the lyrics of Stan's story to the tragic ending and Em's final response. As a storyteller, Eminem would never top himself.
4. Paul [Skit] (feat. Paul Rosenberg)
A brief phone message from Em's obviously frustrated publicist, Paul.
Skit rating: 3.0/5.0 Funny but short.
5. Who Knew
Eminem attacks his detractors with fury, pointing out the irony in protesting his lyrics while ignoring the actions of the kids whose rebellions they claim he influenced. He then proceeds to be as offensive as possible while encouraging further misbehavior. "Get aware, wake up, get a sense of humor/quit trying to censor music, this is for your kids' amusement/but don't blame me when little Eric jumps off of the terrace/you should've been watching him, apparently you ain't parents," Em spits, and there wasn't much anyone could say back.
Instrumental rating: 4.0/5.0 Another spare, bass-driven instrumental with Dr. Dre's signature keyboard sounds punctuating the hook. Produced by Dr. Dre, co-produced by Mel-Man.
Lyrical rating: 5.0/5.0 Em's lyrics are once again controversial but this time also very socially aware. It was hard to argue with his matter-of-fact attitude about his influence.
6. Steve Berman (Skit)
Eminem steps into A&R Steve Berman's office, only to be berated by Berman for the lyrical content of his album, and ironically claims that it will be impossible to sell, demanding Em "change the record or it's not coming out." Em leaves disgusted.
Skit rating: 4.0/5.0
7. The Way I Am
The mood turns angry with this one, as Eminem takes shots at everyone from fans to enemies and everything in between, refusing to apologize for being who he is. Venting about fame, his frustrations with family, and the expectations of the music industry for him to top his previous effort, Em spits lyrics of fury directed at anyone in his way.
Instrumental rating: 4.5/5.0 The dark instrumental suits the mood of the song to a T and features a looped keyboard riff punctuated with chimes and low guitars. Produced by Eminem.
Lyrical rating: 5.0/5.0 Eminem once again spits flame here at any target he can hit, and seems to show no signs of stopping.
8. The Real Slim Shady
The comical lead single features a similar formula to The Slim Shady LP's "My Name Is," with a bright, upbeat instrumental, a catchy, simple hook, and Em spitting humorous lyrics aimed at insulting any number of pop stars and tabloid targets.
Instrumental rating: 4.0/5.0 The instrumental loops a harpsichord riff that can get kind of old, but is also very catchy and carries the song into mainstream territory. Produced by Dr. Dre, co-produced by Mel-Man.
Lyrical rating: 3.5/5.0 An enjoyable, catchy lead single with clever rhymes but nothing much to offer in lyrical content.
9. Remember Me? (feat. RBX and Sticky Fingaz)
RBX and Sticky Fingaz join Em for a maddening lyrical exercise. RBX dives right into the track, with his unique flow and voice leaving a memorable verse, or at least it would be if Sticky Fingaz didn't jump on right behind him. Sticky spits, and from the sound of things "spits" probably applies literally, a vicious verse that makes full use of his harsh rasp, tearing the beat to shreds and leaving almost nothing for Em to wreck. Despite this, Em drops a dope verse as well, but in my eyes this will go down as one of the few times Em would be upstaged on any track, much less his own.
Instrumental rating: 4.5/5.0 Another dark, spare beat, marked with dusty drums and a deep bass groove. Produced by Dr. Dre, co-produced by Mel-Man.
Lyrical rating: 5.0/5.0 All three MCs are in top form, and I think it's safe to say we'll remember them all.
10. I'm Back
The return of Slim Shady is officially heralded here, and Em once again spits so hard that even the unedited version is censored (specifically the third verse, where Em opens with a shocking spin on lyrics from Eric B. & Rakim's "My Melody": "I take seven kids from Columbine, stand them all in line/add an AK-47, a revolver, a nine..."). This was a time when controversy spewed from Eminem effortlessly and never seemed forced or for show...these were the man's true thoughts. It added a slightly disturbing mystique to the MC.
Instrumental rating: 4.0/5.0 The rhythm guitar that forms the melody to this song is another dark, bass-heavy backdrop for Em's twisted sense of humor. Produced by Dr. Dre, co-produced by Mel-Man.
Lyrical rating: 4.5/5.0 Em never misses a beat on this track, with dense internal rhyme patterns and a little bit of that Slim Shady shock value.
11. Marshall Mathers
Eminem spits a ballad of the man they call Marshall Mathers, covering everything from his much-publicized legal troubles to the woes of being famous to a brutal half-verse dissing rival MCs Insane Clown Posse ("I was put here to put fear in faggots who spray Faygo root beer and call themselves clowns 'cause they look queer..."). Once again, due to his legal issues, some lyrics were censored even on the dirty version of the track ("which is it bitch, Mrs. Briggs or Miss Mathers, it doesn't matter, [your attorney Fred Gibson's a] faggot...").
Instrumental rating: 4.0/5.0 Acoustic guitars strum throughout the track to give it more of a "ballad" feel. Produced by Bass Brothers, co-produced by Eminem.
Lyrical rating: 5.0/5.0 For my money, the lyrics aimed at his mom and ICP rank this among Em's most brutal dis tracks, and the rest of the song is just as clever and edgy.
12. Ken Kaniff (Skit)
A disgusting skit graphically depicting the Insane Clown Posse performing fellatio on Ken Kaniff, a fictitious character that recurs throughout Eminem's catalog.
Skit rating: 0.5/5.0 This skit was just disgusting, although it seemed to hurt ICP's feelings, based on their numerous responses to Em's barbs.
13. Drug Ballad (feat. Dina Rae)
I was pretty tough on this song in early listenings of this album. I think I just felt the need to dislike a song on the album because it just seemed too good to be true. But I recently started listening to this one again to reanalyze it and I can't figure out what I didn't like about it. Em's very visual descriptions of drug use make full use of his malleable flow and complex rhyme schemes, with just a hint of cautionary advice and a healthy splash of Em's warped humor.
Instrumental rating: 4.0/5.0 The bass grooves of this track suit the quasi-celebratory mood well without distracting attention from one of the better rhyme schemes of the album. Produced by Bass Brothers, co-produced by Eminem.
Lyrical rating: 5.0/5.0 This track is layered with so many internal and multisyllabic rhymes that I don't know how I could give it any lower of a rating. The multiple possible interpretations of the real message of the lyrics (jokes, celebrating drugs, reference to addiction? all of the above?) add depth.
14. Amityville (feat. Bizarre)
This is among the grittiest and most grim tracks on the album, as Em spits psychotic rhymes referencing Detroit as Amityville and why you don't want to mess with its lunatic residents ("that's why we're crowned the murder capital still/this ain't Detroit, this is motherfucking Hamburger Hill!"). Bizarre joins the party, and say what you will about his awkward, mumbled flow, his rhymes are designed to shock but still be funny, and they do just that.
Instrumental rating: 5.0/5.0 A spare, grim beat with heavy drums and a guitar riff playing the song out. Produced by Bass Brothers.
Lyrical rating: 4.5/5.0 Would have probably earned a 5 based on the third verse alone, but the first verse gets the song off to a bit of a slow start. Bizarre comes in on the second verse with his twisted horrorcore, and Eminem murders the third verse.
15. Bitch Please II (feat. Dr. Dre, Nate Dogg, Snoop Dogg, and Xzibit)
Packaged as a sequel/remix to the Snoop Dogg and Xzibit collaboration, "Bitch Please," from Snoop's No Limit Top Dogg, Dre cooks up a beat that updates but stays true to his original instrumental, while Snoop, Dre, and X-to-the-Z drop in for some dope verses. Eminem picks up the final verse and shows up the veteran MCs nicely.
Instrumental rating: 4.5/5.0 The G-funk groove adds a nice change to the sound of the album up to this point, and its faithful interpolation of the original helps. Produced by Dr. Dre, co-produced by Mel-Man.
Lyrical rating: 4.5/5.0 All four MCs shine here, and Nate Dogg drops one of his signature rough-but-smooth hooks. We miss you already, Nate.
16. Kim
It was a number of years following the release of The Marshall Mathers LP before I could bring myself to listen to "Kim" without feelings of guilt and discomfort. This track is truly disturbing, as Em raps in a first-person, real-time perspective of the murder of his wife, also filling in her vocals where needed, pausing from the story only to deliver the cold hook ("So long, bitch you did me so wrong..."). The song serves as a prequel to The Slim Shady LP's "'97 Bonnie & Clyde," with the end of "Kim" being the replaying of the introductory skit from that song. The song is censored no matter what version you find, and is entirely omitted from the edited album, replaced by "The Kids," which I'll deal with later in the article.
Instrumental rating: 5.0/5.0 The piano loop of the song and mournful violins of the chorus almost sound evil, and the crickets chirping in the background throughout the beat, as well as other sounds, have a chilling effect, adding to the horror of the deed being narrated. Produced by Bass Brothers.
Lyrical rating: 5.0/5.0 It's not the most lyrical song from a technical standpoint, but the track is so visual as to almost be frightening. Horrorcore rap is nothing new, especially coming from Detroit, but this goes beyond horrorcore. Easily one of the most chilling songs ever made in any genre, and stands as one of the best among many examples of Eminem's twisted, tortured psyche.
17. Under the Influence (feat. D12)
Eminem's crew makes their introductory appearance on this track, spitting that psychotic venom for which Em had already become known, but each adding their own personality to the track. Unlike many subsequent D12 recordings, there is almost no verse that stands out as the best, as all the MCs are on their A-game, including Bizarre, who would frequently annoy hardcore lyrical purists later in his career. It's hard to pick a favorite verse, but if I had to, I'd lean towards Eminem or Kuniva.
Instrumental rating: 4.0/5.0 The dark strings setting up the rhythm of the track provide a very good backing track to the crew's twisted rhymes. Produced by Bass Brothers, co-produced by Eminem.
Lyrical rating: 4.5/5.0 Possibly the best D12 cut featuring all six members ever.
18. Criminal
"Criminal" just so happens to be my favorite track on the album, as Em's maniacal lyrics would be on center stage with some of his best lines ("Half the shit I say I just make it up/to make you mad, so kiss my white naked ass/and if it's not a rapper that I make it as/I'ma be a fucking rapist in a Jason mask!") The dark humor of the interlude skit features Em robbing a bank, swearing to the crying teller that he won't hurt her if she does as she's told, only to get the money and shoot her anyway.
Instrumental rating: 5.0/5.0 The hectic instrumental adds to the building psychosis of the track as it progresses, featuring snatches of violin to form the dark melody of the track. Produced by Bass Brothers, co-produced by Eminem.
Lyrical rating: 5.0/5.0 Eminem's punchline-packed verses are hilarious but at the same time, you regret laughing at them almost as soon as it escapes your mouth.
Limited Edition Bonus Track: The Kids
This song is somewhat funny with its semi-nonsensical cautionary rhymes about drugs, but the numerous blatant South Park references make it annoying and corny. It was originally only released in an edited version as a replacement for "Kim," but would be available on later limited edition pressings and Eminem collections.
Instrumental rating: 2.5/5.0 The beat is annoying and repetitive and sounds like a takeoff of a theme song from some stupid kids' show.
Lyrical rating: 3.0/5.0 In my youth and immaturity I found this song hilarious and brilliant, but the older I get the more it sounds like an outtake from Em's much-maligned Encore album. It's kind of funny, but also more than a little annoying.
Limited Edition Bonus Track: The Way I Am [Danny Lohner Remix] (feat. Marilyn Manson)
An industrial metal remake of "The Way I Am," complete with chorus vocals provided by Marilyn Manson.
Instrumental rating: 3.5/5.0 A pretty solid metal instrumental that loosely interpolates the original instrumental with some rock guitars added for good measure, but somehow manages to remove some of the anger of the original. Produced by Eminem.
Lyrical rating: 5.0/5.0 The lyrics are unchanged aside from Manson's additional vocals on the chorus.
Composite ratings
Instrumental rating: 4.3/5.0
Lyrical rating: 4.7/5.0
Composite rating: 4.5/5.0
An almost perfect album with only a few minor hiccups, Eminem would never be quite in this top form again creatively.
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