On this song Eminem recounts his descent into drug dependency, during which he gained weight, grew depressed and lost his creative spark. Em explained to the Observer Music Monthly May 2009: "Honestly, I never really put the mic down. The problem was, as I'm going to be explaining over and over again for a while, is that I had a pretty bad drug problem. I was messing with Valium, Vicodin, Ambien and anything to [help me to] sleep. Basically I'd take Vicodin to get me through my day."
The murder of Eminem's best friend and D12 member, Proof, in April 2006 did nothing to help his downward spiral. On this track, the rapper mentions Proof by his birth name, DeShaun. Em raps that his mourning helped him spiral out of control. In the Relapse liner notes he pays tribute to his fallen friend, writing: "Proof, no matter how much time passes, not a day goes by that I don't think of you. If it weren't for you, I would not be where I am today, and we both know it. I tried to write a song for you, but nothing was good enough, so I'm dedicating them all to you - and you'd be happy to know that I spazzed out on 'em again! I know you wouldn't have it any other way! F--- 'em all - let's get 'em!"
It was reported in late 2007 that Eminem was stricken with pneumonia. On this track, he clarifies the story saying the cause of his illness was his immune system being weakened by drugs. He raps: "That Christmas, you know that whole pneumonia thing. It was bologna, was it the methadone, ya think?"