Eminem’s ‘Marshall Mathers LP 2’: The 5 Best Verses

By Matthew Ismael Ruiz

Sequels tend to get awkward. On the Marshall Mathers LP 2, a 41-year-old Eminem does his best to recreate the characters and mystique of the classic Marshall Mathers LP that scared America’s suburbanite squares and cemented his pop stardom. In striving to recreate the magic of the turn-of-the-millenium diamond-certified release, we find the bottle-blonde Detroit MC retreading the same themes he tackled in his 20s. There’s the bullies that tortured him and shaped his personality, the media obsession that made him a superstar, and his relationship with his mother—with whom he finally appears to have come to terms. He spends much of the record reflecting on the period in his life where he was at the height of his fame, notoriety, and sales. But as Em looks at his career through the rearview, many of the innumerable pop culture references he drops seem stale, and the immaturity on display when he calls things “gay” and people “faggots” is much harder to excuse from a middle-aged adult with children.

Whether we should judge a grown man for behaving childishly on record is up for debate; what is not are Em’s skills. His technical ability is world-class—on “Rap God” alone he works through enough rapping styles to power several lesser MCs’ entire careers. He effortlessly works various poetic device into his lyrics, using enjambment, double meanings and witty metaphors to color the rhymes he spits as he inhabits different characters and delivery styles with ease. His aggressive tones, extremely diverse flows, verbal dexterity, and breath control make him one of the most technically gifted MCs to ever rock a mic. He can work in and out of the pocket at any speed, but he’s most himself when wildly exclaiming with punctuated syllables.

But an MC needs more than just skills. Many a talented battle rapper has failed when trying to make art that perseveres, something that lasts. A hot line might get a chuckle or two, but the best of the best MCs craft timeless verses worth repeating. And Em has written many over the years, from schizophrenic nightmares (“Guilty Conscience”) on his albums, to outshining legendary MCs on their own classics, and bizarre concept one-offs. So while his latest LP has as many hits as it does misses, we chose to inspect five of its illest verses, which showcase that even if he may not have much to say these days, he still says it better than most everyone else.

5. “Rap God”

But for me to rap like a computer must be in my genes
I got a laptop in my back pocket
My pen’ll go off when I half-cock it
Got a fat knot from that rap profit
Made a living and a killing off it
Ever since Bill Clinton was still in office
With Monica Lewinsky feeling on his
nut-sack I’m an MC still as honest
But as rude and as indecent as all hell
Syllables, killaholic (kill em all with)
This flippity-dippity hippity hip-hop
You don’t really wanna get into a pissing match with this rappity rap
Packing a Mac in the back of the Ac, backpack rap crap, yap, yap, yackity-yak
And at the exact same time
I attempt these lyrical acrobat stunts while I’m practicing that
I’ll still be able to break a motherf***in’ table
Over the back of a couple of f******s and crack it in half
Only realized it was ironic I was signed to Aftermath after the fact
How could I not blow, all I do is drop F-bombs, feel my wrath of attack
Rappers are having a rough time period, here’s a maxi pad
It’s actually disastrously bad for the wack
While I’m masterfully constructing this masterpiece


This warm-up verse for the marathon that is “Rap God” doesn’t have the single’s best line (“You’re pointless as Rapunzel with f***in’ cornrows”) or couplet (“I’m out my ramen noodle, we have nothing in common, poodle/I’m a doberman, pinch yourself in the arm and pay homage, pupil”), but it avoids its worst off-tangent homophobic pratfalls. Tight, aggressive, and brimming with “rage and youthful exuberance,” Em rides outside the pocket with colorful wordplay (genes/jeans, living/killing) before stepping on the gas. His rapid-fire delivery as he shouts out Big Pun, one of hip-hop’s all-time great practitioners of tongue-twisting acrobatics, is made even more impressive when he stops on a dime and slips into the pocket to perfectly enunciate the multi-syllabic boast that closes out the verse.

4. “Rhyme or Reason”

I don’t have one
My mother reproduced like a komodo dragon
And had me on the back of a motorcycle
Then crashed in the side of loco-motive with rap, I’m loco
It’s like handing a psycho a loaded handgun
Michelangelo with a paint gun in a tantrum
’bout to explode all over the canvas
Back with the Yoda of rap in a spasm
(Your music usually has them)
(But waned for the game your enthusiasm it hasn’t)
(Follow you must, Rick Rubin my little Padawan)
A Jedi in training, colossal brain and, thoughts of entertaining
But docile and impossible to explain and, I’m also vain and
Probably find a way to complain about a Picasso painting
Puke Skywalker, but sound like Chewbacca when I talk
Full of such blind rage I need a seeing eye dog
Can’t even find the page, I was writing this rhyme on
Oh, it’s on a rampage, couldn’t see what I wrote I write small
It says ever since I drove a ’79 Lincoln with white walls
Had a fire in my heart, and a dire desire to aspire, to Die Hard
So as long as I’m on the clock punching this time card
Hip hop ain’t dying on my watch


The Zombies sample is inspired, and as he does for much of the album, Em links his verses to his hooks seamlessly. Answering the query of “what’s your name, who’s your daddy?” with a brilliant metaphor, he compares his fatherless childhood to a Komodo dragon’s asexual reproduction. He tips his cap to Nas twice, first when he name-drops his loco-motive and again when he disputes the Queens MC’s claims of the game’s demise. This verse has some of the record’s best couplets (“Michelangelo with a paint gun in a tantrum/ ’bout to explode all over the canvas” and “docile and impossible to explain and/I’m also vain and probably find a way to complain about a Picasso painting”), and the odd Yoda impression he adopts to start a run of Star Wars references is just good enough to seem effortless.

3. “Legacy”

I used to be the type of kid that, would always think the sky is falling
Now I think the fact that I’m differently wired’s awesome
Cause if I wasn’t I wouldn’t be able to work
Words like this and connect lines like crosswords
And use my enemy’s words as strength
To try and draw from, and get inspired off em
Cause all my life I was told and taught I am not s***
By you wack f***ing giant sacks of lying dog s***
Now you shut up b**** I am talking
Thought I was full of horses*** and now
You f***ing worship the ground in which I am walking
Me against the world so what? I’m Brian Dawkins
Versus the whole 0-16 Lions offense
So bring on the Giants, Falcons and Miami Dolphins
It’s the body bag game b**** I’m supplying coffins
Cause you Dicks Butkus, a bunch of Brian Baldingers
You gon die a ball licker, I’ve been diabolical
With this dialogue since ’99 Rawkus
You don’t respect the legacy I leave behind y’all can
Suck a dick The day you beat me pigs’ll fly out my ass
In a flying saucer full of Italian sausage
The most high exalting and I ain’t halting
Till I die of exhaustion inhale my exhaust fumes
The best part about me is I am not you
I am me I’m a fire marshal and this is my [legacy]


This is Em’s “hip-hop saved my life” track. He recounts how he fuels his writing with his anger and hatred for his oppressors and naysayers—that he learned the barbs that stung when hurled at him could be used against his enemies. It’s powerful stuff; underdog redemption stories usually are, and a telling anecdote, as it appears an Eminem without an adversary is infinitely less interesting. The “me against the world” vibe has served many well, but Em illustrates it expertly with the memory of the his hometown Detroit Lions’ nightmarish winless season in 2008. The Dick Butkus name drop is decidedly locker-room humor, and complements the handful of football references that pepper the verse.

2. “Headlights”

Cause to this day we remain estranged and I hate it though
Cause you ain’t even get to witness your grand baby’s growth
But I’m sorry mama for “Cleaning Out My Closet,” at the time I was angry
Rightfully maybe so, never meant that far to take it though
Cause now I know it’s not your fault, and I’m not making jokes
That song I no longer play at shows and I cringe every time it’s on the radio
And I think of Nathan being placed in a home
And all the medicine you fed us and how I just wanted you to taste your own
But now the medication’s taken over and your mental state’s
Deteriorating slow and I’m way too old to cry, that s***’s painful though
But ma, I forgive you, so does Nathan, yo
All you did, all you said, you did your best to raise us both
Foster care, that cross you bear, few may be as heavy as yours
But I love you Debbie Mathers, oh what a tangled web we have
Cause one thing I never asked was where the f*** my deadbeat dad was
F*** it, I guess he had trouble keeping up with every address
But I’d have flipped every mattress, every rock and desert cactus
Own a collection of maps and followed my kids to the edge of the atlas
Someone ever moved them from me? That you could bet your asses
If I had to come down the chimney dressed as Santa, kidnap ’em
And although one has only met their grandma once you pulled up
In our drive one night as we were leaving to get some hamburgers
Me, her and Nate, we introduced you, hugged you
And as you left I had this overwhelming sadness
Come over me as we pulled off to go our separate paths, and
I saw your headlights as I looked back, and I’m mad I didn’t get the chance
To thank you for being my mom and my dad, so mom, please accept this
As a tribute I wrote this on the jet, I guess I had to get
This off my chest, I hope I get the chance to lay it ‘fore I’m dead
The stewardess said to fasten my seatbelt, I guess we’re crashing
So if I’m not dreaming, I hope you get this message
That I’ll always love you from afar, cause you’re my momma


This is arguably the heaviest verse on the entire record. The melody is already somber, and he takes the opportunity to expose himself to his audience yet again, admitting remorse over the way he’s treated his mother, and how he used his platform of fame to publicly shame and humiliate her in retaliation for his dysfunctional childhood. For someone who claims to not care about his “deadbeat dad,” he sure does talk about him a lot. But one thing he is sure to make clear is that he still has unconditional love for his mother, in a way that he could never have for his absentee father. He lays bare his guilt over robbing her of her granddaughter’s childhood, and tells a sad story about their only meeting, a brief moment where two ships passed in the night for vastly different destinations. Heartbreaking.

1. “Bad Guy”

I also represent anyone on the receiving end of those jokes you invent
I’m the nightmare you fell asleep in and woke up still in
I’m your karma closing in with each stroke of a pen
Perfect time to have some remorse to show for your sin
No, it’s hopeless, I’m the denial that you’re hopelessly in
When they say all of this is approaching its end
But you refuse to believe that it’s over, here we go all over again
Backs to the wall, I’m stacking up all them odds
Toilets clogged, yeah, cause I’m talking a lot of shit but I’m backing it all up
But in my head there’s a voice in the back and it hollas
After the track is demolished; I am your lack of a conscience
I’m the ringing in your ears
I’m the polyps on the back of your tonsils
Eating your vocal chords after your concerts
I’m your time that’s almost up that you haven’t acknowledged
Grab for some water but I’m that pill that’s too jagged to swallow
I’m the bullies you hate, that you became
With every faggot you slaughtered
Coming back on you, every woman you insult
That, with the double-standards you have when it comes to your daughters
I represent everything, you take for granted
‘Cause Marshall Mathers the rapper’s persona’s half a facade
And Matthew and Stan’s just symbolic
Of you not knowing what you had ’till it’s gone
‘Cause after all the glitz and the glam
No more fans that are calling your name, cameras are off
Sad, but it happens to all of them
I’m the hindsight to say, “I told you so!”
Foreshadows of all the things that are to follow
I’m the future that’s here to show you what happens tomorrow
If you don’t stop after they call you the
Biggest laughing stock of rap who can’t call it quits
When it’s time to walk away, I’m every guilt trip
The baggage you had, but as you gather up all your possessions
If there’s anything you have left to say
Unless it makes an impact then don’t bother
So before you rest your case
Better make sure you’re packing a wallop
So one last time, I’m back
Before it fades into black and it’s all over
Behold the final chapter in the saga
Trying to recapture that lightning trapped in a bottle
Twice the magic that started it all
Tragic portrait of an artist tortured
Trapped in his own drawings
Tap into thoughts
Blacker and darker than anything imaginable
Here goes a wild stab in the dark
As we pick up where the last Mathers left off


For most of this track, Em rhymes in the voice of the Matthew Mitchell, the younger brother of the first LP’s superfan “Stan.” Matthew’s tale is one of vengeance, and much like on the original, Em uses the track’s final verse for some poignant reflection. This time, however, his gaze peers inward; now a grown-ass man, he seems to better understand the power of the words he writes. This, the album’s opening track, acknowledges the misogyny and homophobia in his lyrics, as well as the hypocrisy of the double standard he keeps for the women in music and his daughters. He then proceeds to further propagate all of that negativity throughout the rest of the album. It’s a common trope in hip-hop, to create a persona that fits the narrative you’ve developed, only occasionally pulling back the curtain to display some temporary self-awareness. Put in the context of the whole record, this verse can be hard to swallow, but on its own, it’s an honest discourse on Eminem’s career that sounds genuinely off-putting coming from his own voice.


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