Album: The Marshall Mathers LP 2 (2013)
Charted: 66 45


  • This song is a heartfelt message to Eminem's mother, Debbie Mathers, who he has skewered lyrically on previous offerings. The pair remain estranged, although Em reaches out to her here offering the sincerest of apologies.
  • Eminem specifically references the hurt caused by his The Eminem Show hit song "Cleanin Out My Closet," where he heavily criticized his mother for neglecting and mistreating him. Marshall explains it as an angry moment, adding that he no longer plays it at shows and he cringes every time it's on the radio.
  • During a Q&A session at SiriusXM's Town Hall mediated by Sway Calloway, Eminem was asked why he decided to apologize to his mother on this song after years of verbally abusing her. Slim Shady replied: "What I said on that record is what I have to say about it and I put it out there and that's pretty much all I'm gonna probably say about that,. Everything I needed to say and get off my chest I said it. So there's no need for me to even elaborate on it." Marshall shut down further discussion, saying "Headlights" is a "really personal" song for him that he doesn't want to say any more.
  • The song features Nate Ruess, the lead singer of pop-rockers Fun, crooning the hook. He recalled the collaboration during a 2015 Reddit AMA: "I didn't work with Eminem in the flesh. But the back & forth was amazing. He keeps (rightfully) everything really under wraps. So I didn't hear his verses until the song was released. To this day, it's one of my top three songs I've ever written. And all because of the verses he did."
  • The heartfelt video was was filmed in Detroit on April 5, 2014, and directed by film director Spike Lee. It was the first time that Lee had worked on a music clip since Michael Jackson's "This Is It" back in 2009.

    The clip takes a look at the turbulent times between Eminem and his mom before a moving reunion. It includes personal footage and photos of Marshall Mathers' childhood growing up in the Detroit neighborhood of 8 Mile. "It's a great, great story. It's heartfelt, some pain in it, but that's life," said Lee about the visual. "So that's why we're here, back in the 'hood, 8 Mile Detroit, shooting where all this took place."


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