[Eminem]
Yo, yo, I'll start it off, yo, yo
My name is Shady, his name is Proof
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
And 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
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, 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?

[Proof]
Yeah, yeah, come in, what’s up with dat?
Tango and Cash, came to mingle 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 313 vicinity
Ayo, Em, ha ha ha ha

[Eminem]
What up? Ha, ha, I'm comin' like ha ha
I'm ill like nah nah, and y'all don't wanna see me
'Cause I'm ill with the skill
And I can grill and I always keep it real
When I built my garage back after it just got burnt down
Sorry that my parents weren't always around
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 it? Little old wimpy me
Who used to always dream to be on MTV
Now you can't see me
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

[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' out your Cadillac's
How you like that? Soon you down like a battle axe

[Eminem]
I'm down like a battle axe
I got a phatter axe to smash
And I smash your cataracts
'Cause it's a 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
The fluid that I be spittin' is never written
'Cause I'm always, always bitten, 'cause it

[Proof]
Ayo, you 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

[Eminem]
Here's my address, this is my old address
And called a street called Dresden
Yo, dead presidents is what I'm resurrectin'
Gotta say what's up to Desmond and JLB
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
The back baseball diamond

[Proof]
Hey yo, abort, hold up!
Hurt shoulder
Peace for Kurt Loder
Yeah, we're doin' an interview
In a minute or two
We're gonna enter in you

[Eminem]
In the nude, when we intrude
Don't mean to be rude
But yo, what's up, dude?
How you doin', MTV?
How you doin', Kurt?
How you doin' everybody else in the world?
You gettin' hurt
By this freestyle that I be comin' up with
Eruptin' and kick your mother in the tummy
And in the stomach

[Proof]
Ayo, ayo, and all of this we just done is freestyle
Ah, ah, ah, don't touch that dial, yeah

[Eminem]
Hold it right there, I'm your worst nightmare
Wipin' diapers on my high chair

[Proof]
What?! Yeah!

[Eminem]
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

[Proof]
Ayo, everybody looks for us to follow
We thrust 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

[Eminem]
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

[Proof]
Yeah!

[Eminem]
Bye bye!
Goodbye, good night!
Bye bye, good night!
Bye bye, good night!

[Proof]
Bye bye, bye bye, bye bye!