The Marshall Mathers LP

The Marshall Mathers LP

The Marshall Mathers LP is the third studio album released by American rapper Eminem, released in 2000. Widely seen as his magnum opus, the album sold over 1.76 million copies in its first week, earning a spot in the Guinness Book of World Records as the fastest selling rap album ever. It went on to sell over 21 million copies worldwide, earning critical acclaim, as well as considerable controversy and protest from groups such as GLAAD for its homophobic and violent lyrics. It is considered to be one of the most controversial rap albums ever made.

Concept and production

Lyrical content

As evidenced by Eminem's decision to include his real name, Marshall Mathers, in the album's title, The Marshall Mathers LP is a more serious and personal album than his major-label debut, The Slim Shady LP, which predominantly featured his exaggerated Slim Shady persona. Much of the album is spent addressing his rise to fame and attacking those who criticized his first album. Along with The Slim Shady LP, it contains many references to the occult. Other themes include his relationship with his family, most notably his mother and Kim Mathers, his former wife.

The Marshall Mathers LP was released in both clean and explicit versions. However, some lyrics of the album are censored even on its explicit version. These include the lines "I take seven [kids] from [Columbine], stand 'em all in line" from "I'm Back", "Which bitch is it, Mrs. Briggs or Ms. Mathers? It doesn't matter [your attorney Fred Gibson's a] faggot!" from "Marshall Mathers", "There's a [four] year old little [boy] laying dead with a slit throat" from "Kim".

The clean version of the album is only slightly censored, as it leaves profanities like "shit", "ass", "bitch", and "Goddamn" uncensored. The only censored profanity is "fuck", which is normally either backmasked or blanked. However the line from "The Real Slim Shady", "fuck him and fuck you too" was bleeped out as a reference/joke on television censorship. The only content significantly edited were offensive and violent parts that were aimed at police, prostitutes, women, gays, and schools such as Columbine, and even the names of guns were censored out, along with the sound effects of guns firing bullets is completely cut. Explicit drug content and even alcohol references are also removed. On many copies of it, however, it does shorten the opening track from a 25-second "Public Service Announcement" much like the one on The Slim Shady LP to just two seconds of silence. On other copies though, the track is still left fully intact. On the clean version, the song "Kim" was removed because of the violent messages aimed at his wife and was replaced with "The Kids".

The album contains various lyric samples and references. It features a number of lines mimicking songs from Eric B. & Rakim's album Paid in Full. The chorus to "The Way I Am" resembles lines from the song "As the Rhyme Goes On", and the first two lines from the third verse of "I'm Back" are based on lines from "My Melody". The chorus to the song "Remember Me?" is performed once by each of the three rappers in the song (Eminem, RBX, and Sticky Fingaz), and each one features lines taken from one of their previous songs. RBX's lines come from "High Powered" on Dr Dre's 1992 album The Chronic, Sticky Fingaz' lines come from Onyx's debut album Bacdafucup, while Eminem's lines come from his previous albums, The Slim Shady EP and The Slim Shady LP.

The Marshall Mathers LP contains two references to Eminem's feud with Insane Clown Posse. A skit entitled "Ken Kaniff" parodies the group members Shaggy 2 Dope and Violent J performing fellatio on their record producer (Ken Kaniff), and in the song "Marshall Mathers" Eminem states "I was put here to put fear in faggots who spray Faygo Root Beer and call themselves "clowns" cause they look queer. Faggot 2 Dope and Silent Gay claiming Detroit, when y'all live twenty miles away (fuckin' punks) and I don't wrestle, I'll knock you fucking faggots the fuck out".

Later on, the lines "I used to give a fuck now I give a fuck less/ What do I think of success? It sucks too much to stress/ I guess I blew up quick" from "I'm Back" was performed by Jay-Z for the song "Success" from his 2007 album American Gangster.


Much of the first half of the album is produced by Dr. Dre and Mel-Man, who typically employ sparse, stripped-down beats, allowing Eminem's rapping to take center-stage. F.B.T. Productions and Eminem produced most of the second half, which ranges from the laid-back guitars of "Marshall Mathers" to the gritty atmosphere of "Amityville." The only outside producer on the album is The 45 King, who provides a haunting beat for the famous "Stan" single that samples Dido's "Thank You" with the addition of a slow baseline.

Dr. Dre's "What's the Difference" from his album 2001 is the instrumental playing in the background of "Steve Berman" (skit).


Early bootlegs of the album started to sprout up on early 2000. The bootlegs came with 14 songs with songs "Remember Me", "Marshall Mathers", "I'm Back" and "Ken Kaniff" deleted from the album. There was also a hidden track at the end of "Criminal" named "Quitter". The only difference on "Quitter" is that the "Hit 'Em Up" background is deleted.

Reception and controversy

During the first week of sales, the album sold 1,760,049 copies, becoming the fastest-selling rap album in history, more than doubling the previous record held by Snoop Dogg's 1993 debut Doggystyle, and topping Britney Spears' record for highest one-week sales by any solo artist. The Marshall Mathers LP is still Eminem's best-selling album. It finished out the year 2000 as the second highest selling album of the year with over 7.9 million sold. To date, the album has been estimated to have sold approximately 10 million copies in the U.S.

Protests against the album's content reached a climax when it was nominated for four Grammy Awards in 2001 including Album of the Year, marking the first time a hardcore rap album was ever nominated in this category. At the ceremony, Eminem performed "Stan" in a duet with the famous homosexual artist Elton John playing piano and singing the chorus, in an attempt to silence GLAAD and others who claimed his lyrics were homophobic, though GLAAD did not change its position and spoke out against Elton John's decision. Despite significant protests and debate, The Marshall Mathers LP went on to win Best Rap Album, but lost to Steely Dan's comeback album Two Against Nature for Album of the Year.

Despite the overwhelming controversy surrounding the album and its commercial success, it received a great deal of praise from music critics. A writer from Village Voice applauded the album and declared it; "...a work of art whose immense entertainment value in no way compromises its intimations of a pathology that's both personal and political". The writer also acknowledged Eminem as exceptionally witty, musical, discernibly thoughtful, and good-hearted. Allmusic called the album fairly brilliant and noted its production for its liquid basslines, slight sound effects, and spacious soundscapes. New Musical Express gave the album a perfect rating and described it as a "Gruelling assault course of lyrical genius". Entertainment Weekly commended the album for its diversity, calling it "indefensible and critic-proof, hypocritical and heartbreaking, unlistenable and undeniable" and "the first great pop record of the 21st century".

In 2002 French jazz pianist Jacques Loussier filed a $10 million lawsuit against Eminem, claiming the beat for "Kill You" was stolen from his song "Pulsion". He unsuccessfully demanded that all sales of the album be halted and any remaining copies destroyed.


The Real Slim Shady

"The Real Slim Shady" was the first single released from The Marshall Mathers LP. It was also his first #1 single on the UK Singles Chart. The song is a critique of manufactured pop songs that were being churned out at the time. It parodies these songs by including features of a typical pop song, a repetitive chorus etc. Most hardcore rap and general music fans missed the irony, and classed this as a novelty pop song itself rather than a parody of one.

The song was a hit single, becoming Eminem's first chart topper in some countries, and garnering much attention for insulting various celebrities. The chorus is about the sudden fashion changes and other changes in the media and pop culture caused by Eminem's success: "I'm Slim Shady, yes I'm the real Shady/All you other Slim Shadys are just imitating/So won't the real Slim Shady please stand up, please stand up, please stand up?". The chorus echoes the tagline of the classic TV quiz show To Tell the Truth. (The TV show's signature phrase is "Will the real ___________ please stand up?")

The Way I Am

"The Way I Am" was released as the second single from The Marshall Mathers LP. "The Way I Am" features a much darker sound and much deeper subject matter than the album's lead single, "The Real Slim Shady."

It features the first beat Eminem produced on his own, featuring an ominous bassline, a piano loop, and chimes. In the song, Eminem lashes out at people he feels are putting too much pressure on him, including overzealous fans and record executives expecting him to top the success of his hit single "My Name Is". He also shares thoughts on the Columbine school shooting. Marilyn Manson is metioned in the song in the lines: "And they blame it on Marilyn (Marilyn)/And the heroin./Where were the parents at?/And look where it's at:/Middle America,/Now it's a tragedy,/Now it's so sad to see/An upper-class ci-ty/Having this happening (this happening)." The video features Marilyn Manson with the word "WAR" scrawled on his stomach. Eminem later released The Way I Am remix with Manson singing live. The two later toured together performing the song at their own concerts, and often making appearances on stage even when not singing the song.

During the chorus, Eminem questions his identity in the face of massive amounts of attention from millions of strangers. While his previous album, The Slim Shady LP, was somewhat more cartoonish than this album, and he rapped therein as a distinct character who goes by Slim Shady, his critics believed that Eminem, Marshall Mathers, and Slim Shady were identical. Similar to other musicians and artists who lost their identity in some fictional construct (David Bowie, Alice Cooper), Eminem expresses his doubts about who he has become.

The chorus is similar to a rhyme used by rapper Rakim in the song "As The Rhyme Goes On" from his debut album with DJ Eric B..

I’m the R the A to the K-I-M
If I wasn’t, then why would I say I am?


"Stan" was the third single released from The Marshall Mathers LP. It peaked at number one in the United Kingdom and Australia. The song is perhaps Eminem's most critically acclaimed song and has been called a 'cultural milestone'.

"Stan" is a haunting story of a fan who is obsessed with Eminem and writes to him but doesn't receive a reply. Unhinged already, the fan (Stan) drives his car off a bridge with his pregnant girlfriend in the trunk. The first three verses are delivered by Stan, the first two in letter form and the third being spoken as he is about to drive off a bridge and is recording a cassette with the intent (but, he realized too late, not the means) to send it to Eminem. The song makes heavy use of sound effects, with rain and thunder heard in the background, as well as pencil scratchings during the first two verses, and then as Stan drives off the bridge, listeners hear tires screeching and a crashing sound, followed by a splash of water, in a style similar to the 1964 songs Dead Man's Curve and Leader of the Pack. The fourth verse is Eminem responding to Stan, only realizing at the last second that he has heard about Stan's death on the news as he was writing to him.

The song can also be interpreted as a reply at Eminem's critics, who accuse him of promoting drugs and violence, because it creates a scenario that clearly shows that his rap lyrics are not meant to be taken seriously, "what's this shit you said about you like to cut your wrists too? I say that shit just clownin dogg, c'mon - how fucked up is you?" This theme is repeated throughout his music.

The song was produced by The 45 King and samples the first couple of lines of "Thank You" by Dido as the chorus.

"Stan" has been listed by many as one of the greatest hip-hop songs of all time. It was ranked #3 on a list of the greatest rap songs in history by Q magazine, and came in 10th in a similar survey conducted by Rolling Stone's list of the 500 Greatest Songs of All Time ranked it #290. It also ranked #45 on the 100 Greatest Rap Songs in addition to being declared the 222nd best song of all time by

Airplay singles

"Bitch Please II" and "Drug Ballad" were released as non-mainstream airplay singles, and all of them charted, along the non-released "Kill You".

Track listing

# Title Featured guest(s) Producer(s) Time
1 "Public Service Announcement 2000" Jeff Bass 0:26
2 "Kill You" Dr. Dre, Mel-Man 4:24
3 "Stan" Dido The 45 King, Eminem (co) 6:44
4 "Paul" (Skit) Paul Rosenberg 0:11
5 "Who Knew" Dr. Dre, Mel-Man 3:48
6 "Steve Berman" (Skit) Steve Berman 0:54
7 "The Way I Am" Eminem 4:50
8 "The Real Slim Shady" Dr. Dre, Mel-Man 4:44
9 "Remember Me?" Sticky Fingaz, RBX Dr. Dre, Mel-Man 3:39
10 "I'm Back" Dr. Dre, Mel-Man 5:10
11 "Marshall Mathers" F.B.T., Eminem 5:21
12 "Ken Kaniff" (Skit) Ken Kaniff 1:02
13 "Drug Ballad" * Dina Rae F.B.T., Eminem 5:00
14 "Amityville" ** Bizarre F.B.T. 4:15
15 "Bitch Please II" *** Dr. Dre, Snoop Dogg, Xzibit, Nate Dogg Dr. Dre, Mel-Man 4:48
16 "Kim" **** F.B.T. 6:18
17 "Under the Influence" D12 F.B.T., Eminem 5:22
18 "Criminal" F.B.T., Eminem 5:19

* - Known as just "Ballad" on the censored version of the album. Although Dina Rae sings some parts in this song, she is not credited in the track listing, although she is mentioned in the album's liner notes.
** - On the edited album, "Amityville" is 13-14 seconds shorter than the explicit version.

*** - The cover of both the censored and the uncensored album refer to this track as "B**** Please II".
**** - "Kim" is replaced by the South Park-themed "The Kids" on the censored version of the album. In the UK reissue and double disc versions, both songs were included. The original UK single album CD issue does not feature "The Kids". * - "Kill You" is listed as "**** You" on the censored version of the album

Bonus CD

  1. "The Real Slim Shady" (Instrumental) – 4:44
  2. "The Way I Am" (Instrumental) – 4:50
  3. "Stan" (Instrumental) – 6:43
  4. "The Kids" (Explicit Version) – 5.03
  5. "The Way I Am" (Danny Lohner Remix) featuring Marilyn Manson – 4:53
  6. "The Real Slim Shady" (Video – Directors Cut) – 4:32
  7. "The Way I Am" (Video – LP Version) – 5:06
  8. "Stan" (Video – Directors Version) – 8:16

Chart certifications

  • US - 9x Platinum (9 Million +)
  • Mexico - Platinum (150,000+)
  • Australia 4x Platinum (280,000+)
  • Norway - 2x Platinum (20,000+)
  • Canada - 8x Platinum (800,000+)
  • Austria - 2x Platinum (70,000+)
  • Sweden - 2x Platinum (80,000+)
  • Brazil - Platinum (60,000+) *International Artists certification
  • Hungary - Gold
  • Germany - 2x Platinum (400,000+)
  • Europe - 6x Platinum IFPI (6 Million+)
  • Switzerland - 4x Platinum
  • New Zealand - 6x Platinum (90,000+)
  • Netherlands - 2x Platinum(140,000+)
  • France - 2x platinum (400,000+)
  • UK - 5x platinum (1.5 Million+)
  • Finland -Platinum
  • Belgium - 2x Platinum
  • Japan - Gold (100,000+)
  • Korea - 3x Platinum

World Wide Sales: 21 million


  • In its book format, the album was moved up to #298.
  • In 2006, the album was chosen by TIME Magazine as one of the 100 greatest albums of all time.
  • In 2007, it was picked as one of the "10 Must Have Albums" by Famoso Magazine.
  • IGN placed the album at number 24 on their 2004 list of the greatest rap albums in history.
  • Digital Dream Door listed the album as the 19th greatest rap album of all time.
  • In 2005 Pitchfork Media and Stylus Magazine named the album #93 and #24, respectively, in their list of the best albums released between 2000 and 2004.
  • It was the highest ranked rap album on the National Association of Recording Merchandisers & the Rock and Roll Hall of Fame's list of the 200 greatest albums of all time at number 28.
  • In 2006, Q Magazine ranked the album #85 on a list of the greatest albums of all time, the highest position held by any rap album on the list.
  • In 2007, Q Magazine named it one of the three best and most essential hip hop/rap CDs of all time. The other two were Public Enemy's It Takes a Nation of Millions to Hold Us Back and Wu-Tang Clan's Enter the Wu-Tang (36 Chambers).
  • It is one of the few albums ever to receive the top ranking of "XXL" from XXL Magazine. It was Eminem's first album to be rated by the magazine.

Album chart positions

Year Chart positions
Billboard 200 Top R&B/Hip Hop Albums Top Canadian Albums Top Internet Albums Australian ARIA Albums Chart
2000 1 1 1 1 1


  • Engineering: Rick Behrens, Mike Butler, Chris Conway, Rob Ebeling, Michelle Lynn Forbes, Steven King, Aaron Lepley, James McCrone, Akane Nakamura, Lance Pierre
  • Production: Dr. Dre, DJ Mark the 45 King, Eminem, F.B.T.
  • Production coordination: Larry Chatman, Joe Martin, Les Scurry, Kirdis Tucker
  • Mixing: Chris Conway, Rick Behrens, Mike Butler, Dr. Dre, Rob Ebeling, Eminem, Michelle Lynn Forbes, Akane Nakamura
  • Art direction and design: Jason Noto


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