This angst-ridden track was produced by Just Blaze and features rapper Lil Wayne. The two MCs previously worked together with Drake and Kanye West on the single "Forever" and as a pair on Weezy's "Drop The World." However, this is the first instance of the duo trading rhymes on the same song.
The song contains a sample of "What Is Love" by Trinidadian Eurodance musician Haddaway.
Eminem told Billboard magazine: "I did a song with Wayne called 'Drop the World for his album and we had just agreed to do an even swap, so I wanted him on my album. I kind of waited, and when [producer] Just Blaze had finished that beat we jumped on it."
The song's music video was directed by Chris Robinson, who previously collaborated with the pair on the "Drop The World" clip. It shows a kid being picked on by three bullies at his school, who eventually stands up to them. Eminem told DJ Whoo Kid his own Shade 45 satellite radio station that it was easy to link that topic with the song's lyrics. "As far as conceptually with the video, we felt like that's kind of what the song was saying — kicking somebody when they're down or somebody being bullied or picking on somebody," he explained. "So we kind of just came up with that concept and went with it for the video."