This acoustic ballad finds Eminem getting contemplative. Florida producer and songwriter Jim Jonsin produced the track. "He was open to ideas," Jonsin told MTV News about working with Eminem. "He was real respectful to my craft. He let me do what I do. He asked me ideas on some of the lyrics. We had ideas for lyric changes. Certain words may or may not work on radio. We talked about that. He had a setup outside of the room to do production, but I'd rather be in the room where he was at, and he was cool with that. And I knocked out a couple of joints in there while he was in there with me. He was pretty open and he let me do my thing. He did his thing. It was a pretty good experience."
The song features an interpolation of "Drive" by R.E.M.
In an interview with Billboard magazine, Jonsin said he went for a "soulful, Southern rock feel" for the beat and heard from Eminem's music manager Paul Rosenberg shortly after sending the demo. Within three days, Jonsin met Slim Shady in Detroit. "He had already done his vocals before I got there, so we just polished it up and tried out other song ideas," he said.
The song's music video was shot in Santa Clarita, California, and features DJ and former porn star Sasha Grey as Eminem's leading lady. Director Joseph Kahn helmed the clip, who was behind several other Eminem videos, like "Without Me," "We Made You," and "Love the Way You Lie."
Jonsin originally recorded the track with British songwriter Steve McEwan. "Me and Steve McEwan actually wrote the song, we actually did it here in New York on guitar — it was just a guitar vocal on an iPhone," the producer told MTV News. "We took the idea later in Miami, like three months after, and produced the track."
Jonsin's manager suggested that he send the track to Eminem. "He had me strip down the verses, take them out, and make the track a little more hip-hop, and he sent it out," he said. The song's chorus acted as a guide for the Slim Shady to do his own thing. "The chorus was based off of a chase, a guy who's chasing after a woman that he's crazy about," Jonsin said of the theme. "He loves her; she's everything to him. I'm a rocket ship aiming at her heart, her heart's the moon — I'm going full-on."
"I didn't really believe that it would end up on Eminem's album, let alone be a single," he added.