This vitriol-filled attack on haters features Skylar Grey on the hook. Grey (birth name Holly Brook Hafermann) formerly performed as simply Holly Brook and was featured under that name on Fort Minor's hit single "Where'd You Go." After her success with that song, she maintained a low profile in the industry until gaining widespread fame as the songwriter who created the chorus for Eminem's international hit "Love The Way You Lie." Grey also appeared on Dr. Dre's "I Need a Doctor" and Diddy-Dirty Money's "Coming Home," as well as releasing her debut solo album, which was executive produced by Slim Shady.

The beat was supplied by Alex Da Kid, the guy who produced "Love The Way You Lie." It was one of three tracks he helmed that finished up on The Marshall Mathers LP 2, the other two being the Deluxe Edition bonus tracks, "Wicked Ways" and "Desperation." The British producer explained to Artist Direct how he worked with Eminem on the record. "When Marshall first started to work on MMLP2, we discussed his vision for the album and where he wanted to go creatively," he said. "Then I went to work making beats and hooks that I thought would align with this vision and take it to the next level. Every few months or so, we would reconvene and he would pick the tracks he liked and write to them. Sometimes we would redefine the initial idea, but most of the time it stayed pretty true to the demo."