[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 n***, 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)