Songfacts®:

• This song, on which B.o.B describes "what if" scenarios, features Eminem and Paramore vocalist Hayley Williams and is a reprise of an earlier track, "Airplanes."
• B.o.B told MTV News that Eminem's manager Paul Rosenberg introduced him to his work, starting with his first mixtape Cloud 9, and he liked what he heard. "Paul Rosenberg played him the Cloud 9 mixtape and it kind of gave him an idea of what my music [sounds like]," B.o.B explained. "Eventually he started playing Em more of my stuff and was keeping him updated on my progress and eventually he wanted to get in the studio with me, so that was a gift."
• During an interview with Artist Direct, B.o.B was asked about working with Eminem on this track. He said of Slim Shady: "He's just ridiculous! It's just ridiculous how long he's been doing it, and he's still ahead by so much [Laughs]. Where he's at with what he can do with words and sounds, sonically, it's amazing to hear. Even if you've never heard of Eminem in your life, when you hear his vocal presence, you find you've really got step your game up [Laughs]. For 'Airplanes 2,' I feel like our stories growing up are very similar—really kind of being in an unfortunate situation. It's like, 'Okay, here's your situation…There are a million stories like it but what are you going to do with it? Are you going to amount to something or just be another failure or another bomb?' That's something that motivated our obsessive compulsive behavior with lyrics and music—writing and writing and writing. I feel like we both did that. On the hand, it's good to meet your childhood icon, but to actually work with him, that's something that doesn't happen every day. I'm constantly trying to get better. I work the best when I act on whatever comes to me naturally as opposed to trying to force everything. Sometimes in the industry as an artist, you'll face a lot of opportunities and possibilities, but the best thing that'll be the most creative and original is what you do naturally. When I was coming up, it was told to me, 'You shouldn't do this music. There really aren't any opportunities. I know you want a deal but it really doesn't happen.' I was like, 'F--k this. It doesn't matter how long it takes. If it takes two years, five years or ten years, I'm going to get there.' The point is that I'm going to get there. That's the mentality I have."
• Williams told MTV News. "I only found out about Eminem getting on the track like a month ago. As if the song couldn't get any better. He just slays me, he's such a genius."