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Aftermath Records, 2220 Colorado Ave., Santa Monica, CA 90404.

Manufactured and distributed in the United States by


Universal Music & Video Distribution, Corp. 훿 2005 Aftermath Records. All rights reserved. Printed in the U.S.A.
Unauthorized duplication is a violation of applicable laws. B0005882-02
1 MY NAME IS (M. Mathers, A. Young) Eight Mile Style (BMI)/Ensign Music Corporation/WB Music
Corp./Ain’t Nothin’ Going On But F*****’ Music (ASCAP)
Produced by Dr. Dre. Mixed by Dr. Dre. Mix Engineer: Richard “Segal” Huredia. Contains an
interpolation from “I Got The” (L. Siffre) Published by Chrysalis Music. Performed by Labri Siffre. Courtesy of EMI
Records, Ltd. Used by Permission. All Rights Reserved.

2 THE WAY I AM (M. Mathers) Eight Mile Style (BMI)/Ensign Music Corporation (BMI)
Produced by Eminem. Mixed by Eminem. Recording & Mix Engineer: Richard “Segal” Huredia.
Assistant Engineer: Thomas Rounds. Bass & Guitar by Mike Elizondo. Keyboards by Mike Elizondo
& Tommy Coster, Jr.
3 STAN (FEAT. DIDO) (M. Mathers, D. Armstrong,
P. Herman) Eight Mile Style (BMI)/Ensign Music Corporation (BMI)/WB
Music Corporation (ASCAP) on behalf of Warner Chappell Music, Ltd.
(PRS)/Champion Music U.K.
Produced by The 45 King. Co-Produced by Eminem.
Mixed by Eminem. Recording & Mix Engineer: Richard
“Segal” Huredia. Bass by Mike Elizondo. Guitar by Sean
Cruise. Dido appears courtesy of Arista & Cheeky Records.
4 LOSE YOURSELF (M. Mathers, J. Bass,
L. Resto) Eight Mile Style (BMI)
Produced by Eminem. Additional production by J. Bass.
Mixed by Eminem & Steve King @ 54 Sound in Detroit,
MI. Recorded by Steve King & Mike Strange. Drum
programming by Eminem. Guitar, Bass & Keyboards by
J. Bass. Keyboards & Programming by Luis Resto.

5 SHAKE THAT (FEAT. NATE DOGG)


(M. Mathers, L. Resto, S. King, N. Hale) Shroom Shady Music (BMI)/
Resto World Music (ASCAP)/Dirty Steve’s Music (BMI)/Nate Dogg Music
(BMI)
Produced by Eminem. Additional production by Luis Resto.
Recorded by Mike Strange & Tony Campana @ 54
Sound in Detroit, MI. Mixed by Eminem & Steve King @
54 Sound in Detroit,MI. Keyboards by Luis Resto. Bass
& Guitar by Steve King. Nate Dogg appears courtesy of Nate
Dogg, Inc./Love & Happiness Productions.

6 SING FOR THE MOMENT


(S. Tyler, M. Mathers, J. Bass, L. Resto, S. King) Daskel, LLC (admin.
by Sony/ATV Songs, LLC) (BMI)/Ensign Music Corporation (BMI)/Eight
Mile Style (BMI)
Produced by Eminem. Co-Produced by Jeff Bass for F.B.T.
Productions. Recorded by Steve King @ Marshall’s House
& 54 Sound in Detroit, MI. Mixed by Steve King @
54 Sound. Assistant Engineer: Mike Strange. Drum
Programming by D.J. Head. Keyboards, Guitars & Bass
by Jeff Bass. Guitar Solo by Joe Perry of Aerosmith.
Recording of Joe Perry’s Guitar by Marti Frederiksen.
Contains elements from “Dream On” (S. Tyler). Performed by
Aerosmith. Used By Permission. All Rights Reserved. Aerosmith
appears courtesy of Sony Music.
7 WITHOUT ME (M. Mathers, K. Bell, J. Bass, M. McLaren, A. Dudley, T. Horn) Ensign Music
Corporation (BMI)/Eight Mile Style (BMI)/Satisfaction Fulfilled Ltd./Buffalo Music/Unforgettable Music (PRS)
Produced by Eminem. Co-Produced by Jeff Bass for F.B.T. Productions. Additional Production
by D.J. Head. Recorded by Steve King @ Marshall’s House & 54 Sound in Detroit, MI.
Additional Recording by Mauricio “Veto” Iragorri. Assistant Engineers: Alex Reverberi, Mike
Strange & Urban Kris. Mixed by Dr. Dre @ Larabee West. Keyboards, Guitars & Bass by Jeff
Bass. Contains resung elements from “Buffalo Gals” (M. McLaren/A. Dudley/T. Horn). Used by Permission.
All Rights Reserved.

8 LIKE TOY SOLDIERS (M. Mathers, L. Resto, M. Dawson, M. J. Margules) Eight Mile
Style Music (BMI)/ Jaceff Music (ASCAP)/Resto World Music (ASCAP)/Tika Tunes/Famous Music Corporation (ASCAP)/
Ensign Music Corporation (BMI)
Produced by Eminem. Additional production by Luis Resto. Recorded by Steve King, Tony
Campana & Mike Strange @ 54 Sound in Detroit, MI. Mixed by Eminem & Steve King @ 54
Sound in Detroit, MI. Bass & Guitar by Steve King. Keyboards by Luis Resto. Contains
interpolation from “Toy Soldiers” (M. Dawson, M. J. Margules) Published by Tika Tunes/Famous Music
Corporation (ASCAP)/Ensign Music Corporation (BMI) Used by permission. All Rights Reserved.

9 THE REAL SLIM SHADY (M. Mathers, A.Young, M. Elizondo, T. Coster)


Eight Mile Style (BMI)/Ensign Music Corporation (BMI)/WB Music Corporation (ASCAP)/Ain’t Nuthin’ Goin’ On But
F*****’ Music (ASCAP)/ Elvismambo/Music of Windswept (ASCAP)/Five Card Music (ASCAP)Bug Music/ Strawberry
Blonde Music (BMI)
Produced by Dr. Dre & Mel-Man. Mixed by Dr. Dre. Recording & Mix Engineer: Richard “Segal”
Huredia. Bass & Guitar by Mike Elizondo. Keyboards by Tommy Coster, Jr.

10 MOCKINGBIRD (M. Mathers, L. Resto) Eight Mile Style Music (BMI)/Jaceff Music
(ASCAP)/ Resto World Music (ASCAP)/Nueve Music (ASCAP)
Produced by Eminem. Additional production by Luis Resto. Recorded by Steve King, Tony
Campana & Mike Strange @ 54 Sound in Detroit, MI. Mixed by Eminem & Steve King @ 54
Sound in Detroit, MI. Keyboards by Luis Resto.

11 GUILTY CONSCIENCE (FEAT. DR. DRE) (M. Mathers, A. Young)


Eight Mile Style (BMI)/WB Music Publishing/Ain’t Nuthin’ Goin’ On But F*****’ Music (ASCAP)
Produced by Dr. Dre & Eminem. Mixed by Dr. Dre. Mix Engineer: Richard “Segal” Huredia.
Narration by Mark Avery. Contains an interpolation from “Go Home Pigs”, as contained in the film “Getting
Straight”, published by EMI Music.
12 CLEANIN’ OUT MY CLOSET (M. Mathers, BONUS TRACK
J. Bass) Ensign Music Corporation (BMI)/ Eight Mile Style (BMI) STAN (FEAT. ELTON JOHN)
(LIVE)
Produced by Eminem & Jeff Bass for F.B.T. Productions. Recorded
by Steve King @ Marshall’s House & 54 Sound in Detroit, MI. Mixed Produced by the Recording Academy.
Provided courtesy of the Recording Academy.  2002
by Steve King @ 54 Sound. Assistant Engineers: Mike Strange & National Academy of Recording Arts & Sciences, Inc.
Urban Kris. Keyboard, Guitar and Bass by Jeff Bass. Additional Drum Elton John appears courtesy of Mercury Records.
Programming by D.J. Head.

13 JUST LOSE IT (M. Mathers, A. Young, M. Elizondo, M. Batson,


C. Pope) Eight Mile Style Music (BMI)/Ain’t Nuthin’ Goin’ On But F*****’ Music
(ASCAP)/Elvismambo/Blotter/Music of Windswept (ASCAP)/ Bat Future Music (BMI)/
Jenellerene (BMI)/Hard Workin’ Black Folks (ASCAP)
Produced by Dr. Dre & Mike Elizondo. Mixed by Dr. Dre @ Record
One Recording. Recorded by Mauricio “Veto” Iragorri & Steve
Baughman @ Transcontinental Studios in Orlando, FL and Steve
King, Tony Campana & Mike Strange @ 54 Sound in Detroit, MI.
Assistant Engineers: Michael Sroka, Ben Jost, Rouble Kapoor &
Scott Hays. Guitars by Mike Elizondo. Keyboards by Mike Elizondo
& Mark Batson. Contains interpolations of “U Can't Touch This” (R. James/
A. Miller/K. Burrell) published by Jobete Music Co., Inc./Stone Diamond Music
Corp. and Bust It Publishing (BMI) used by permission. Contains lyrical excerpts
from “Lose Yourself” (M. Mathers, J. Bass, L. Resto) Published by Eight Mile Style
Music (BMI)/Martin Affiliated Music (BMI)/Jaceff Music (ASCAP)/Nueve Music
(ASCAP). Used by permission. Contains lyrical excerpts from “Without Me” (M.
Mathers, J. Bass, K. Bell, M. McLaren, A. Dudley, T. Horn) Published by Ensign
Music Corporation (BMI)/Eight Mile Style Music (BMI)/Martin Affiliated Music
(BMI)/ Nuez Music (BMI)/Satisfaction Fulfilled Ltd/ Buffalo Music/Unforgettable
Music Ltd (PRS). Used by permission.

14 WHEN I’M GONE (M. Mathers, L. Resto) Shroom Shady


Music (BMI)/Resto World Music (ASCAP)
Produced by Eminem. Additional production by Luis Resto.
Recorded by Mike Strange & Tony Campana @ 54 Sound in Detroit,
MI. Mixed by Eminem, Mike Strange & Steve King @ 54 Sound in
Detroit, MI. Keyboards by Luis Resto.
CAST

EXECUTIVE PRODUCER:
Eminem Management: Paul Rosenberg Esq. for Goliath Artists Inc.
Eminem & Shady Records Legal: Theo Sedlmayr Esq. for Sedlmayr and Associates, LLP and
Gary Stiffleman for Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie, Stiffelman & Cook LLP
SHADY RECORDS
A&R: Marc LaBelle & Tracy McNew

AFTERMATH
Legal: Peter Paterno
Project Coordinators: Larry Chatman and Kirdis Postelle
INTERSCOPE
A&R: Marcus Heisser
Marketing Director: Chris Clancy
Production Coordinator: Les Scurry
Publicity: Dennis Dennehy
Video Promotions: David Saslow and Randy Sosin
New Media: Andrew Mains
Creative: Nicole Frantz

Booking (US): Cara Lewis, William Morris Agency


Booking (Europe): Steve Strange, Helter Skelter Agency Ltd.

Art Direction & Design: SLANG Inc.


Photography: Anthony Mandler, Jonathan Mannion, Karin Catt, Nitin Vadukul/Idols.

F.B.T. Production Management: Joel Martin


Studio Coordinators for 54 Sound: Sarah Catlett & Lindsay Collins

Mastered by: Brian “Big Bass” Gardner at Bernie Grundman Mastering


1 MY NAME IS 2 THE WAY I AM 3 STAN (FEAT. DIDO) 4 LOSE YOURSELF
5 SHAKE THAT (FEAT. NATE DOGG) 6 SING FOR THE MOMENT 7 WITHOUT ME
8 LIKE TOY SOLDIERS 9 THE REAL SLIM SHADY 10 MOCKINGBIRD
11 GUILTY CONSCIENCE (FEAT. DR. DRE) 12 CLEANIN’ OUT MY CLOSET
13 JUST LOSE IT 14 WHEN I’M GONE BONUS TRACK STAN (FEAT. ELTON JOHN) (LIVE)

i
Aftermath Records, 2220 Colorado Ave., Santa
Monica, CA 90404. Manufactured and distributed in
the United States by Universal Music & Video
Distribution, Corp. 훿 2005 Aftermath Records. All
rights reserved. Printed in the U.S.A. Unauthorized
duplication is a violation of applicable laws.