SBox Recommends: The Marshall Mathers LP by Eminem (Album Review)


Music is an art that serves many different purposes. It can be a means of entertainment, unity, escape or catharsis. Though with music being an ever-changing entity, it can also be a means of controversy; such is the fate of most hip hop albums of the late 80’s, early 90’s and beyond. Few were as consistently on the receiving end of that than Eminem.

It’s funny for us to think about now, but as respected of an artist as Eminem is now, that wasn’t always the case. Think back 16 years ago from now when his third studio album, The Marshall Mathers LP, first released on store shelves. Some of us aren’t much older than that and don’t remember the shit show that the record produced. The CD didn’t even spend 10 seconds in the radio before activists, parents and critics were taking to the streets with pitchforks demanding Slim Shady’s head. An album like that could probably never be released today. The same people who claim Jerry Seinfeld’s one gay joke was the worst thing in the world or thought James Rolffe was sexist for not wanting to watch the new Ghostbusters wouldn’t last two seconds in the same room as this album, let alone listen to it.

The funny thing is, for all the outrage it caused, it sure as hell sold a ton. And even funnier than that, the album has since been considered a classic- one that only appreciates with time. And in an age of outrage culture where everyone walks on eggshells before saying anything, the album has never been more relevant. In honor of the album’s recent anniversary, let’s take a look back at one of hip hop’s finest albums.

Just like my last album review, I’ll go track by track, offering a description of the song, trivia and my own personal insight before giving my final verdict. If you would like to follow along, here’s the full album. (Viewer discretion advised).


Before we do this, for those unfamiliar with Eminem’s story, there are some things you should know beforehand. (Those who know it already, feel free to skip this).

Marshall Mathers is a man with a life of tragedy, dysfunction and violence. As a white kid living in the predominantly black areas of Detroit, Marshall found himself caught between race wars, and his unhappy home life fueled a hatred for his mother that would last years. He eventually found an outlet in poetry and rap, developing the ability to the point where people began to notice. Dawning the name Eminem, he would end up under the wing of hip hop pioneer Dr. Dre, giving Eminem his start.

Infinite was a minor success, but The Slim Shady LP was nothing short of a hit. The album quickly propelled Eminem to stardom with the success of his first hit “My Name Is”. However, it didn’t take long for Eminem’s sudden rise to success to take a toll on him at the time. He began facing new struggles such as critical backlash, public slander, praise at the expense of day-to-day activities, and pressure by studio heads and the media to top himself. To top it all off, his relationship with his wife was quickly coming to a boil.

Luckily, with great struggle comes great art and thus began the life of TSSLP’s sequel, The Marshall Mathers LP. These struggles set the tone for the album in question as a complete listing of every struggle Eminem faced at the time. At the same time, this was Eminem’s stand to the media defending his right to rap about what he damn well pleases. It isn’t hard to tell that this will be a very brutal and dark album.

Track Listing

The Marshall Mathers LP contains 18 tracks, which includes 14 songs and 4 short “skits”. The number is consistent with both the censored and uncensored versions, though both versions have a different 16th track (and the beginning skit is replaced by two seconds of silence). The censored version is 1 hour 10 minutes long, while the uncensored version runs 1 hour and 12 minutes. The complete version which contains all 19 tracks clocks in at about 1 hour and 17 minutes.

All material on the album was written by Eminem with respect to producers, the occasional sampling or guest appearance. Three of the songs on this album have music videos.

“Public Service Announcement 2000”

A fitting and humorous start to the album, the first skit is a mock PSA in which the awesome voice of Jeff Bass plays the announcer who is being fed words to say by a whispering Eminem. It’s a known fact that anyone listening to this album for the first time will laugh a little when hearing this. I love it.

Fun Fact: This is replaced by 2 seconds of silence on the censored version.

“Kill You”

The album’s first song is proof that Eminem isn’t playing around. Ready or not, here comes all the things activists hate him for. “Kill You” is a satirical take on the way people relate what he says to who he actually is. He mocks the mentality that saying violent things is just as bad as actually doing it by personifying that stigma. He claims being a psychopath who abuses women, kills women and (most notably) rapes his mother. (And if you don’t believe he’s joking, the song ends with him admitting “I’m just playing ladies, you know I love you”).

This is one of the album’s most lyrically clever songs. I love how he plays with the audience even outside of the actual content of the song. One of my favorite lyrics is when he starts off singing as if he’s about to sing the chorus, but then says “I ain’t done this ain’t the chorus” before continuing. It’s also one of those songs where you immediately recognize it from the first few seconds. This is an MMLP staple as clever as it is iconic.

Fun Fact: This is one of the album’s most controversial songs with US Senate chairman Lynne Cheney citing this song as a song that “advocates murder and rape”. Ontario Attorney General Jim Flaherty wanted to ban Eminem from playing in Canada due to this song.

“Stan” (feat. Dido)

This has become one of Eminem’s most notable and revered songs, perhaps the only song from the album able to escape controversy. The song tells the story of a fictitious Eminem fanatic named Stanley Mitchell, who writes letters to Eminem in hope of a response. Several letters in without response from Eminem, Stan drunkenly drives off a bridge with his girlfriend and unborn child in the trunk. By the time Eminem is able to get to Stan’s letter, it was too late.

No one can deny the artistic and narrative quality of this song. It’s a very powerful warning to all never to obsess this much over anything you like. When your song and message is powerful and vivid enough to make people wonder whether the story was actually true, you’ve done something right. The song is only perfected by the contrastingly soft and heartfelt chorus by Dido from her song “Thank You”. If you had to only hear one song from this album, this is the one, especially in conjunction with the music video.

Fun Fact: This song was famously sung at the Grammy’s alongside Elton John, which is considered one of Eminem’s best live performances.


In the second skit of the album, Eminem receives a phone call from music manager Paul Rosenberg which is less than optimistic. This is a nice touch to set the introspective theme of the album and a great lead in to the album’s next song.

Fun Fact: This is the only song on the album not to feature Eminem.

“Who Knew”

In the ongoing debate that wages on to this day on how violent media affects children, there is always one argument above all else that is hard to debunk: parental intervention. Do you blame Eminem for your child’s behavior, or do you blame the parents who didn’t teach the child the proper way or to differentiate reality from fantasy? Most of us will agree that in this situation, Eminem is in the clear, thus is the message of this song. Eminem defends himself saying he had no intention on causing violence; in fact he takes no blame for it. He also explains that his lyrical content is the result of his upbringing, and that you would probably end up the same way in his shoes.

Admit it. If “Who Knew” was a research paper, it would be much better than yours. With a strong and well-stated thesis and a simple catchy beat that includes the use of strings, this is a very thought-provoking and catchy song.

Fun Fact: …I couldn’t find any trivia for this song. All I can say is that it’s a song that exists.

“Steve Berman”

The album’s third skit follows in the footsteps of “Paul”. President of Sales at Interscope Records, Steve Berman, meets with Eminem at Berman’s office. He lays into him about the content of his album and Steve’s inability to sell it. He demands that Eminem change the entire thing, which plays a fitting lead in to “The Way I Am”.

Fun Fact: This is not Steve Berman’s only appearance on Eminem’s albums. He also performs a skit on The Eminem Show and Relapse.

“The Way I Am”

This song was one of the last ones added to the album. The result of studio heads pressuring him to create a hit similar to “My Name Is”, Eminem takes the opportunity to just unload everything bothering him at the time. This track tackles a lot of ground, discussing his media perception, the fans that constantly approach him everywhere he goes, people questioning his credibility and the stress he had to top himself.

This is one of my favorite Eminem tracks as it’s one of the most human moments on the album. Everything the album stands for is right here in this track. It’s a representation of most of the album’s major themes as well as a stand-out piece of music. His very angry delivery, the bells that accompany the songs melodic piano riff and the chorus with an attention grabbing use of bass makes the song truly special, and makes for a good music video.

Fun Fact: The second verse references the unwarranted blaming of Marilyn Manson for the recent Columbine shootings. Marilyn returned the favor for helping defend him by appearing in the song’s music video.

“The Real Slim Shady”

After creating “The Way I Am”, the album still needed that up-beat hit that matches “My Name Is”. With the deadline quickly approaching and the pressure still on, Eminem takes a hook he already made and turned it into one of his greatest hits. Like “The Way I Am” this song tackles a variety of themes, but does it in Slim Shady fashion. He calls out the media, Will Smith, Christina Aguilera, Britney Spears, basically everybody gets it from Shady. The overall theme is that no matter how often you complain, you’ll never hear the last of Slim Shady, because “there’s a Slim Shady in all of us”.

Unless you were specifically targeted in this song, I don’t see how you can hate at least the radio version of this song. It’s the catchiest thing I’ve ever heard and endlessly funny and endearing. And just as you’d expect, the music video has all of the off-the-wall, crazy, parody flare of a Slim Shady song.

Fun Fact: Eminem’s dig at Christina Aguilera was revenge for calling out his marriage with his wife in an interview. Aguilera and Eminem had beef for a couple years, but ended up making up. She was seen on the red carpet during the 8 Mile premiere.

“Remember Me?” (feat. RBX and Sticky Fingaz)

Now we’re stepping into collaboration territory as Slim Shady is joined by RBX and Sticky Fingaz, two artists who I’m admittedly not familiar with. Though you don’t have to know them to appreciate a good song with three talented people. Like the title suggests, the song consists of each rapper saying their piece about being considered controversial before passing the mic over.

Lyrically, it’s a pretty straight forward song and it’s stylistically different from the other songs on the album. It’s a good kind of different, though. RBX and Sticky Fingaz add variety and great bars to the equation while Eminem provides a usual harsh and colorful oomph. It’s not as light as “The Real Slim Shady”, but it’s lighter than most of the other tracks, which makes the transition very smooth. It’s a song as well placed as it is well done.

Fun Fact: Dr. Dre also makes an appearance on this track. As Eminem mentions Dre’s name, right on cue he ends the verse.

“I’m Back”

“Remember Me” transitions right into the next Slim Shady track. This time the focus is placed on a different angle of the great hip hop conversation: Why does Eminem say all these purposely offensive things. And just for added emphasis, he answers the question in the most offensive way possible. As the song discusses Eminem’s sudden rise to fame, attacks his media perception and disses a couple celebrities, he explains the entire point of his character is to push buttons and make people laugh. He looks down on the fact that people find issues untouchable, and furthers that by laying waste to several “untouchable” topics of the time.

This is the kind of song you can bop your head to as you listen to it. One of the best bass line beats on the record, and the most pure example of everything Eminem stands for. It’s perfectly said.

Fun Fact: This song mentions the (at the time) recent Columbine mass shooting, and is the only full line to be censored on the album’s clean version.

“Marshall Mathers”

As the title suggests, this song is separating the character and persona of Eminem and Slim Shady from the actual man, Marshall. While tackling a bunch of smaller topics like his mother’s defamation lawsuit and making digs at celebrities like NSYNC, Ricky Martin and Vanilla Ice, he basically discusses the nature of becoming suddenly famous and infamous. “I’m just a regular guy, I don’t know why all the fuss about me”. He attacks people painting him as a pop sensation, the state of music today and his family who suddenly care about him now that he’s famous.

The song is basically telling the world who Eminem really is. I find it very underrated among some of Eminem’s best material. I especially love the beat which is a very simple bass line and ends with a guitar solo. A personal favorite of mine.

Fun Fact: In dissing New Kids On The Block, Eminem uses the chorus of popular LFO song “Summer Girls” to illustrate his point.

“Ken Kaniff”

There’s no real easy way to say this without being vulgar, but here we go. The final skit of the album involves Ken Kaniff (a fictional character mentioned in “I’m Back”) getting head from…somebody. Let’s not ruin the surprise. Even though you can see the punchline coming, it’s still a very funny transition from the introspective first half of the album to the mostly fun and guest star heavy second half.

Fun Fact: This skit is supposed to be a dig at the ICP.

“Drug Ballad” (feat. Dina Rae)

As one would expect, this song is about drugs and how Eminem loves them despite all of the obvious side effects. It describes how it’s like to be on several substances from alcohol to weed to ecstasy. Though while it may seem on the surface to be advocating drugs (and that’s because it kinda does at some points), it also serves as a warning. It’s as much a tribute as it is a laundry list of every bad thing that can happen to you while on these drugs. Hell, even I learned something.

Sure, it’s not as complex as the other songs on the album, but it still has a lot of depth to it which makes it a masterpiece in its own right. Dina Rae’s presence on the album amplifies the song’s sound to something really special. I like how even the beat tries to join Dina Rae’s notes in the chorus. (Just a small thing I noticed).

Fun Fact: I guess this is as good a time as any to mention that a lot of the album’s writing process took place in Amsterdam, which has very loose drug laws. This could’ve been the inspiration for this song.

“Amityville” (feat. Bizarre)

People are born with a pride in their hometown, no matter if it’s a particularly good place or not. (As a Philly kid I get that). So, Eminem decides to rap about his hometown of Detroit and that there is no place more messed up than there; not even the notorious Amityville, NY. He does this by recruiting his friend Bizarre (also Detroit born) and describing a place of insanity and violence.

Apparently, people consider this one of the album’s weaker songs, and I can see why. It’s not a fantastic song and it’s placement, coming after a slightly up-beat “Drug Ballad”, appears jarring. However, the track shines best on its own. Bizarre was the perfect choice for this kind of song. His insane and disturbing imagery helps add a vigor and impact to this song. And Eminem’s final verse…Wow! Does he even breathe?

Fun Fact: Bizarre mazes two appearances on the album, his next one being “Under the Influence”.

“Bitch Please II” (feat. Dr. Dre, Snoop Dogg, Xzibit and Nate Dogg)

What we have right here is a simple taste of good old fashioned West Coast rap. Nothing profoundly deep here (if there is, I’m just too dumb to realize it). It’s just these five guys being them. The track becomes easily tied into the album with Eminem’s verse about saying what he wants to no matter what anyone says, because that’s who he is.

The track is very much fanfare for those who love old school hip hop, and an all around great rap song. It’s very lighthearted and has all the necessary bells and whistles you’d expect by this point in the album. I especially love the beginning banter between Snoop Dogg and Dr. Dre. And the construction of the song, for what Eminem is trying to say, is brilliant in that it shows that violent talk has existed in music way before he was around. One of the best songs here.

Fun Fact: The title is a callback to the song “Bitch Please” from Snoop Dogg’s 1999 album No Limit Top Dogg.


I was listening to the album for the first time during a cross-country car ride home. It’s somewhere around 12 or 1 in the morning. We’ve been on the interstate all day and I’m, what, 55 minutes into the album by now, staring out the window and enjoying myself. This song comes on. Suddenly things become really uncomfortable, my eyes are wide, my jaw hits the ground and I’m quite frankly horrified.

Like “Stan”, “Kim” tells a fictitious story only of a much more vivid variety. The song begins with (an emotionally unstable) Eminem talking to his baby in her crib before stepping out of her room to Kim (his actual wife at the time), traumatized after witnessing Em murder the guy she was with at the time. He then kidnaps her and takes her to a forest where he brutally kills her, too.

Clearly, this is not a song for the faint of heart, neither is it a song you hear on its own. Seriously, you can’t casually have it on your phone and be in the car blasting this song with people around you (not that I did). They’ll think you’re insane. Even though the song is good and succeeds in its goal of being intentionally disturbing, it’s one of those distinct experiences. It’s possibly the most uncomfortable song of all-time, one in which you’ll remember exactly where you were when you first heard it. That in and of itself is impressive.

Fun Fact: Eminem wrote this song after he and Kim were separated. Here’s a quote from Eminem from when the couple reconciled: “I asked her to tell me what she thought of [the song]. I remember my dumb ass saying, ‘I know this is a fucked-up song, but it shows how much I care about you. To even think about you this much. To even put you on a song like this’.”

“The Kids”

If you’re listening to the explicit version of the album, you heard “Kim” by now. If it’s the clean version you’re listening to, you got this song. This South Park inspired track has Slim Shady as a substitute teacher teaching young kids about about three different kinds of drugs (marijuana, ecstasy and fungus) among other things. Each song lecture on drugs is accompanied by a disturbing story.

I love this song. Next to “The Real Slim Shady”, this is the funniest song on the entire album, tragically not part of the explicit version. There are a lot of small touches that make the song special, like the innocent, preschool-style piano riff which suddenly turns into a demented bass line as the story goes on. On top of that, all South Park fans will appreciate its references to characters and lines from the show. Definitely listen to it.

Fun Fact: Outside the censored version of the album, “The Kids” never received a formal release in the United States (not even on iTunes). The uncensored version of the song was released only in the limited edition Australian version.

“Under the Influence” (feat. D12)

Following the chuckle fest and good vibes from “The Kids” or the shock and discomfort of “Kim”, Eminem matches up with his band D12 for a light-hearted and controversy-filled “Under the Influence”. Similar to “Bitch Please II”, this song has no real meaning. It’s just D12 and Eminem doing their thing and not giving a crap. It’s the ultimate “I don’t care” song.

While it’s not one of my favorites from the album, I do like the song. The mood of the song is a bit jarring after “Kim”, but the general beat does transition well. Its memorable and catchy chorus along with a insane variety of quality lyricists help make the song a fun listen.

Fun Fact: D12 is a Detroit-based rap group in which Eminem got his start. After Eminem persued a solo career and left the group, he rejoined with D12 following the death of longtime member Bugz. TMMLP is the first mainstream appearance of D12, and the album is dedicated to Bugz.


The album closes with a scathingly sarcastic dig at anyone who takes the content in this album literally. If saying you’re going to do violent things in a song is equal to actually doing them, then he owns it. He proceeds to lay it on everybody he apparently offended, insulting homosexuals, killing Dr. Dre, robbing a store at gunpoint and so on. The album fittingly ends similar to how it opens, and Eminem drops the mic…or shoots it.

This is an excellent conclusion to an epic album. After an hour and change of proving his case and dropping some gems, this drives the point home that there’s a difference in expressing yourself and committing crimes. One isn’t necessarily equivalent to the other. With the masterful lyrics, powerful message, well-executed mini-skit and beat which comes at you like a 3-punch combo, “Criminal” is an excellent song and even better album closer.

Fun Fact: The opening of this song is an allusion to The Slim Shady LP’s album closer “Still Don’t Give a Fuck”.


The Marshall Mathers LP is a masterpiece of an album, one worthy of the hype and one I’m glad has become appreciated over time. The album has an evergreen relevance as long as people keep trying to control what people are allowed to say, and as long as the songs continue to sound this good. There are no bad songs on the record, but songs that may lack in comparison to others. With a variety of songs that have poetic, emotional, descriptive, and story-telling qualities each with elements of impact, personality, harshness, humor and fun, this has proven to be one of the best pieces of rap and music of all time. It’s practically an epic poem; an exercise in unconditional freedom of speech. It’s one that I am glad I experienced in my lifetime.

Some may still fail to see the point of the album and may always see it as just an onslaught of offensive words. Such is the fate of true poetry, because not everyone will get the message the first time. As Eminem once said:

“There is a positive message in my music, and it’s fuck you!” ~ Eminem

Verdict: 9.8/10


This album is clearly not for everybody. If you like rap music (at least slightly), have an open mind, can handle the mountains of vulgarity, have a good sense of humor and are of age to not only handle the album’s content but to appreciate it, this is something you must hear before you die. Basically, if you can read between the lines of these songs go ahead and enjoy yourself. And under no circumstances settle for the censored version that sounds like your radio is broken.

I’m SBox180. Thanks for reading!

If you like this album review, check out my review of Queen’s Innuendo.

12 thoughts on “SBox Recommends: The Marshall Mathers LP by Eminem (Album Review)”

    1. Thank you! I’m proud of the way it turned out, too. It’s awesome that you’re inclined to hear the album now. If you’re interested, I linked to a full playlist of the album’s songs toward the beginning of the review.


      1. Lol. Yeah, sometimes blogging and connecting can be an all-day affair, something that’s best taken in strides. I appreciate you giving my work the time of day and for your kind words. I’ll return the favor by checking out your content, too, when I get the chance.

        Liked by 1 person

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