The music video was directed by Richard "Rich" Lee, who previously helmed Eminem's clips for his solo single "Not Afraid
" and his Bad Meets Evil project "Lighters
." It was shot in Corktown Historic District, Detroit, (Eminem's hometown) and features 50, Levine and Slim Shady racing against a helicopter. The clip also features Super Middleweight boxer Andre Dirrell as '50s car passenger. "The video is kind of abstract; it's kind of metaphoric in a sense, like the paranoia of feeling like we're being chased," Eminem noted to MTV News. "Whether it's true or not, it's kind of how we feel. It's kind of a metaphor for us running for our lives. Personal lives and from fame, everything that goes with the game."