Guilty Conscience
by Eminem (featuring Dr. Dre)

Album: The Slim Shady LP (1999)
Charted: 5
Play Video

Songfacts®:

  • Featuring Dr. Dre, this song takes looks at different cases of people forced to make a good or a bad decision. Dre plays the good conscience, while Eminem (in Slim Shady mode) plays the naughty side inherent in all of us. >>>
    Suggestion credit:
    Matt - Millbrae, CA
  • It was Dre who came up with the idea of a duet in the form of a lurid morality play. Eminem told NME: "The whole concept for 'Guilty Conscience' is from Animal House, where the girl has passed out and the guy has to decide what he does. He has a devil on one shoulder, an angel on the other."
  • At the end of this song, Eminem convinces Dr. Dre that the guy who caught his wife cheating should shoot her after all. Dre maintains his composure until the end, when he declares, "Aw, f--k it, shoot 'em both."

    MTV and BET both faded out the video early when they aired it, leaving the song with Dr. Dre taking the high road.
  • The song contains a sample of Ronald Stein's "Go Home Pigs" from the soundtrack to the 1970 film Getting Straight.
  • Actor Robert Culp is the narrator in the song's music video. You might recognize him from his recurring role as Warren Whelan on Everybody Loves Raymond. Those of a certain age will likely know him from the Bill Cosby starring espionage series I Spy, where he played Kelly Robinson.
  • The repartee between Dre and Em in this song gets very personal, with Eminem referring to his baby mama drama, and asking, "You gonna take advice from someone who slapped Dee Barnes?"

    This is a reference to Dre's 1991 altercation with the female television host Dee Barnes. Dre reportedly roughed her up because he was upset over comments Ice Cube made on her show.
  • This was originally titled "Night & Day."
  • On his 2024 album The Death of Slim Shady (Coup de Grâce), Eminem revisits the concept of "Guilty Conscience" with a sequel titled "Guilty Conscience 2." Unlike the original featuring Dr. Dre's voice of reason, this solo track delves into a personal battle between Eminem and Slim Shady.

Comments: 5

  • Michael from Las Cruces, NmThis is funny, Slim wins the f--king argument. Every Time
  • Michael from Las Cruces, NmI love this song. xD
  • Jeremy from Brunswick, OhThe scenario with the girl being 15, dropping her off and ringing the doorbell is blow for blow identical to the movie Animal House. I just found that interesting.
  • Erich from Atlanta, GaIn the video, the "Announcer" who introduces each of the three scenarios was played by Robert Culp (star of the original "I Spy" TV series, among many other credits).
  • Sarah from Cambridge, Englandi love this song
see more comments

Editor's Picks

The Girl in That Song

The Girl in That SongFact or Fiction

Billie Jean, Delilah, Sara, Laura and Sharona - do you know who the girls in the songs really are?

David Paich of Toto

David Paich of TotoSongwriter Interviews

Toto's keyboard player explains the true meaning of "Africa" and talks about working on the Thriller album.

John Parr

John ParrSongwriter Interviews

John tells the "St. Elmo's Fire (Man In Motion)" story and explains why he disappeared for so long.

Oliver Leiber

Oliver LeiberSongwriter Interviews

Oliver Leiber talks about writing and producing hits for Paula Abdul, and explains his complicated relationship with his father, the songwriter Jerry Leiber.

The 10 Bands Most Like Spinal Tap

The 10 Bands Most Like Spinal TapSong Writing

Based on criteria like girlfriend tension, stage mishaps and drummer turnover, these are the 10 bands most like Spinal Tap.

Justin Hayward of The Moody Blues

Justin Hayward of The Moody BluesSongwriter Interviews

Justin wrote the classic "Nights In White Satin," but his fondest musical memories are from a different decade.