[Verse 1: Eminem & Proof]

Yo, yo, I'll start it off, yo, yo

My name is Shady, his name is Proof (Yeah)

Yo, we used to have a roof up on my house

And now we had a mouse that ate the cheese out of the fridge

Didn't want to admit that I was on welfare when I was three

Plus, when I was four, my mother used to leave

She used to always slam the door and say

"Goodbye, goodbye, Marshall, I'm leaving, I'm single

And right now I'm going to mingle at bingo"

Yeah, "See you later, alligator," is what she said

Then I would always stay at house, freezin' till I'm dead

'Cause it was cold inside that house, we never had no heat

Yo, Proof used to come, walkin' up right up the street (Yeah)

And be like, "Yo, what up, Em? How you doin'?"

I used be like, "Yeah, man, it's good to see you, dawg

But my life's ruined, 'cause my mom just left" (True)

She left my brother Nate and I hate

The fact that we never had no food on our plate

So then Proof said, "What up, Em?"

Yo, so I said, "Proof, won't you come in?"

[Verse 2: Proof]

Yeah, yeah, come in, one time for that

Tango and Cash, came to mango and blast

Together, tougher than Alcatraz prison bars

Drivin' foreign cars, yes, it's me and my man compadre

Black and white, white and ivory and black ebony

They can't step to me, rubbery and heavenly

They can't see us in the 3-1-3 vicinity

Ayo, Em, ha-ha-ha-ha

[Verse 3: Eminem & Proof]

What up? Ha-ha, I come in, like ha-ha, I'm ill like nah-nah

And y'all don't wanna see me 'cause I'm ill with the skill (Yeah)

And I can grill and I always keep it real

When I build my garage back after it just got burnt down (Yeah)

Sorry that my parents weren't always around (Yeah)

But it was really hectic growin' up, but now I'm blowin' up

So it don't matter, every show I do, I'm always showin' up

To the club drunk as Hell, drunk as fuck, drunk as what?

Can't say that on MTV, but remember little old wimpy me

Who used to always dream to be on MTV?

Now you can't see me– (Yeah)

I know you remember that rhyme

Ayy, wait a minute, yo, check it out, I'm 'bout to flatline

Pass the mic back to Proof

'Cause we get loose, we drink gin and juice

Sip it 'cause we always raise the roof

[Verse 4: Proof]

Ayo, ayo, we all up in your sight like cataracts

Me and Em tag-team

Beat any of y'all on some battle rap

See us next time, we strippin' on your Cadillac's

How you like that? Swing you down like a battle axe

[Verse 5: Eminem & Proof]

I'm down like a battle axe, I got a fatter axe to smash

And I smash your cataracts

'Cause of Cadillac's that I be drivin'

When I be high off fuckin' vivarin

Now you can't see me 'cause I'm revivin' and survivin'

In the D, every single day in Detroit

If rappers wanna step to me, they better get to the point

'Cause they don't understand the way that I do it (Yeah)

The fluid that I be spittin' is never written

'Cause I'm always, always bitten, 'cause it—

[Verse 6: Proof with Eminem]

Ah, ayo, we make your neck crack like a snare pop

We're fresh and they're not

So give it up, don't even do this

You're wack, in fact you get flat-lined

You need practice, we stick you like a cactus

Nah, you're not a guy, you're an actress

The fact is—

[Verse 7: Eminem & Proof]

Here's my address, this is my old address on called–

Street called "Dresden"

Yo, dead presidents is what I'm resurrectin'

Gotta say "What's up?" to Desmond and JLB (Yeah)

But yo, they don't help me

Do a thing, they never did

When I was a clever kid, rhymin'

I always used to go to school and climb in (Ayo)

The back baseball diamond

[Verse 8: Proof with Eminem]

Abort, hold up!

Hurt shoulder, peace for Kurt Loder

Yeah, for doin' an interview

In a minute or two we gon' enter in you

[Verse 9: Eminem , Proof & Both]

In the nude, when we intrude

Don't mean to be rude

But, yo, what's up, dude? (Dude?)

How you doin', MTV? How you doin', Kurt?

How you doin' everybody else in the world?

You're gettin' hurt by this freestyle

That I be comin' up with, eruptin'

And kick your mother in the tummy

And in the stomach

Ayo, ayo, and all this we just done is freestyle

Ah, ah, ah, don't touch that dial, yeah

[Verse 10: Eminem & Proof]

Hold it right there, I'm your worst nightmare

Wipin' diapers on my high chair (What? Yeah!)

When I was this big

Now I'm still bigger, but I'm skinny like a twig

Skinny little white boy

Growin' up I liked noise

I spike punch and light joints, haha

[Verse 11: Proof]

Ayo, everybody looks for us to follow

We crush the bottle, thrust the throttle

Bust a bottle over your head

Train your thoughts just like Cus d'Amato

Your guts is hollow, back up, Proof and Em

[Verse 12: Eminem & Proof]

And all them wack MC's steppin' to me at Saint Andrews

Just remember that I hate you, and yo, I can't stand you (Yeah)

Bye-bye! (Bye-bye) Goodbye, good night!

Bye-bye (Bye-bye), good night!

Bye-bye, good night! (Bye-bye)