[Eminem]
Yo, yo, I start it off, yo, yo
My name is Shady, his name is Proof
Yo, we used to have a roof upon 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 freezing til I'm dead
Cause it was cold inside that house we never had no heat
Yo Proof used to come walking up right up the street and be like
"Yo what up Em? How you doing?"
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
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
Driving 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
Aiyyo Em, ha, ha, ha, ha

[Eminem]
What up? Ha, ha, I'm coming like ha, ha
I'm ill like nah, nah
And y'all don't wanna see me because 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 growing up
But now I'm blowing up so it don't matter
Every show I do I'm always showing 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 be on MTV
Now you can't see me
I know you remember that rhyme
Ay, wait a minute, yo check it out, I'm about 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]
Aiyyo, aiyyo, 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 stripping out your Cadillacs
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'a a Cadillacs that I be driving
When I be high off fucking vivarin
Now you can't see me cause I'm reviving and surviving 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 spitting, cause it...

[Proof]
Aiyyo, 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 president is what I'm resurrecting
Gotta say "what's up?" to Desmond and J.O.B
But yo they don't help me do a thing, they never did
When I was a clever kid rhyming
I always used to go to school
And climb in the back baseball diamond

[Proof]
Hey yo, aboard, hold up
Hurt shoulder
Peace for Kurt Loder
Yeah, we're doing 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 doing MTV? How you doing Kurt?
How you doing everybody else in the world?
You getting hurt by this freestyle that I be coming up with
Erupting and kicking your mother in the tummy and in the stomach

[Proof]
Aiyyo, aiyyo, 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
Wiping 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 growing up I liked noise
I spike punch and light joints

[Proof]
Aiyyo, everybody looks for us to follow
We thrust the bottle, thrust the throttle
Bust a bottle over your head
Train your thoughts just like custom model
Your guts is hollow
Back up, Proof and Em

[Eminem]
And all them wack MCs step it to me
And say “nine deuce”
Just remember that I hate you and yo I can't stand you

Em & proof: Yeah! bye bye, goodbye good night, bye bye, good night, bye bye, good night, bye bye