Zombie Floatin’: Eminem’s The Marshall Mathers LP 2 Reviewed

And so one sequel begets another… If you haven’t read the essay “What Killed Eminem?: An Autopsy Report,” I highly suggest doing so before reading this. Also, note that all songs mentioned in this post are from The Marshall Mathers LP 2 (MMLP2) unless otherwise specified.

“In this gourd there’s a Ford engine, door hinge, syringe, an orange, an extension cord, and a ninja sword,
not to mention four linchpins an astringent stored ironing board, a bench, a wrench, an ORU winch, an attention whore––”

Well, well, well… A man after my own heart. Yes, Eminem can still rhyme the hell out of the allegedly unrhymable word “orange.” The lyrics above from “Brainless” certainly prove that. But I won’t bury the lead. Do I think MMLP2 is a good album? The short answer is: No. Does it still have some compelling songs and ideas? Indeed it does. I’ll start with “Bad Guy.”

The song’s first section reintroduces Matthew Mitchell––the younger brother of the titular character in The Marshall Mathers LP’s (MMLP) “Stan”––and details his murder of Marshall Mathers and suicide. Matthew’s murder-suicide is reminiscent of Stan’s, just as “Bad Guy” is structurally similar to “Stan.” Each song has four total verses. The first three are from the perspective of a Mitchell brother; the final one is from that of Mathers (explicitly on “Stan,” less explicitly on “Bad Guy”). The level of self-reflexive metatextuality on display is dizzying. Matthew’s actions against Mathers and himself are a misguided homage to Stan, whose own actions against his girlfriend and self were a misguided homage to Mathers’ character Slim Shady, whose actions in one of the songs Stan cited as inspiration––The Slim Shady LP’s “‘97 Bonnie & Clyde”––were a misguided homage to the non-fictional violent criminals Bonnie Parker and Clyde Barrow. This hall of mirrors into the past lays bare Mathers’ karmic debt by implicating him in a cycle of violence and implying that his success is built on exploitations of that cycle. It also creates a passage for Matthew to creep out of into the present. (…And future: He calls out Eminem on pandering to nostalgic impulses for sales by releasing a sequel to MMLP––a sequel it wouldn’t seem possible for him to know about unless he’s some sort of temporal interloper in a Ghost Of Christmas Past/Future sense.)

Matthew drags Mathers out of his bedroom (which he gains access to with ease, as if Mathers subconsciously feels he deserves something like this) and throws him in the trunk of his car and drives over a bridge. This is an intriguing sequence for two main reasons.

1.) Mathers is placed in a car’s trunk, a space that, prior to this in his music, has been occupied exclusively by victimized women (Kim’s body on “‘97 Bonnie & Clyde” and “Kim,” Stan’s pregnant girlfriend on “Stan,” and probably a bunch of Relapse crap I’m forgetting and refuse to look up). Some annotators on the RapGenius.com page for “Bad Guy” even make a fairly convincing case that, until about halfway through the third verse, Mathers invites listeners to think the song is just another murder-fantasy about Kim from his perspective, which would make the events of the rest of the song even more subversive.

2.) Matthew, if he’s not homosexual himself, is unquestionably profoundly hurt by homophobia. This could be in part due to his brother’s possible homosexuality. (“Stan” hints at it with its “we should be together” lyric motif.) He claims his actions are for both his brother and Frank Ocean (one the first members of the mainstream hip-hop community to not be, let’s say, flamboyantly straight––certainly the first to be openly gay). Before careening over the bridge, he dares Eminem to “say [he] hates homos again.” (Side note: I still love that the musical bridge on “Stan” is the sound of a car driving off an architectural bridge.)

The implications of the scene are sobering, even (and especially) for a now-famously-sober Mathers. He seems genuinely concerned for his soul. If the song ended there, it would be a surprisingly subtle (by Eminem standards) allegory of guilt, exploitation, and justice. Of course, the song is far from over––for better and worse. Musically, the martial beat of the song’s second section is indeed rousing––cathartic in a way his songs haven’t been in quite some time. It’s actually rather Recovery-esque. He’s yelling about his legacy––this time mostly in the second-person––but it works sonically because he slowly builds up to it with five restrained minutes of gradually increasing intensity. Lyrically, however, Mathers––understandably thrilled that he’s remembered what a metaphor is––relentlessly wrings all subtext from the story of the first section with a bombastic analysis of it in the second. He asserts what the preceding verses “represent” on two separate occasions and uses the words “karma” and “symbolic” (not to mention Matthew’s uses of “poetic justice” and “irony”). He starts saying those things before the car even hits the water. Far be it from me to tell Eminem how to use words, but this is a violation of basic “show, don’t tell” storytelling guidelines. Mathers’ detailed memory of “Stan” amazingly allows Matthew to say “Eminem killed by ‘M & M’” without it sounding completely ridiculous, but he throws it all away, explicitly stating that Matthew is just part of his own conscious and psyche. But even that isn’t enough, as Matthew is eventually saddled with representing “everything [Mathers takes] for granted,” which saps much of the significance he and his actions gained from their specificity.

Assuming part of what Mathers is trying to do with the song is own up to past sins and give a voice to those he’s insulted and shouted down over the years, it’s also problematic that the whole story is explicitly acknowledged as metaphoric in light of the lack of such an acknowledgement for “Stan,” “Kim,” “‘97 Bonnie & Clyde,” and many other songs featuring depictions of violence directed at women and homosexuals. It’s as if, within the world of Eminem’s music, those he persecutes get the “real” violence, but his own trauma must be purely self-created, psychological, and/or metaphoric. By recasting “their” revenge as a mere byproduct of his own guilt (rather than their outrage), he robs those he has offended of agency equivalent to his, a parity the rest of the song seems to be working very hard to achieve.

Despite the intriguing setup, in the end, Mathers resorts to using the expectations inherent to sequels to “[stack] up all them odds” against himself once again. In addition to being predictable, that further blunts the impact of Matthew’s actions by subsuming them into another challenge for Mathers to overcome by being Eminem, rather than by being deeply reflective and remorseful. Ultimately, the second section’s lyrics feel weirdly narcissistic, which clashes with the thrust of the rest of the song. Perhaps the section’s sonic resonance could’ve been preserved by replacing the exegesis with something in the spirit of Kanye West’s wordless wailing at the end of My Beautiful Dark Twisted Fantasy’s thematically-similar “Runaway.”

Regardless of its faults (it also regrettably indulges in a number of Recovery-level “punchlines”––see: the lyrics about reaping what you “sew,” clogged toilets, windows and full-potential, and lungs and axes), “Bad Guy” is a bold way to start the album. Though I don’t think it’s as good as its prequel, it’s by far the most fascinating song he’s put out since Encore and undoubtedly the most structurally complex since “Stan.”

Equally ambitious but located at the polar opposite end of Eminem’s artistic spectrum, “Rap God” is the drip painting to the pointillism of “Bad Guy.” It’s overstuffed, incoherent, and manically hyperactive––a smorgasbord blended into a psychedelic smoothie stuffed with a bouquet of crazy straws, each one being furiously slurped on by a facet of Mathers’ persona(s) (rabble-rouser, comic book fan, homophobe, formerly poor white person, student and fan of hip-hop history, highly technical rapper, etc.). As a song, it’s an unstructured anti-masterpiece. As a freestyle, it has few peers. The lyrics? Nonsensical. The flow-juggling? Masterful. The beat, while not particularly distinctive, is dynamic and flexible enough to keep up, which is about all a beat can hope to do when underpinning such a performance.

The sibilant, serpentine snap of the looped sample “Six minutes, Slim Shady––you’re on…” The way he rockets out of the intro into the “laptop in my back pocket” section… The way the “J.J. Fad” part goes on longer than it seems it should… The amusing point about censorship… The multisyllabic rhyming of “Dale Earnhardt” with “trailer park…” These are a few of my favorite moments, but the song’s appeal lies more in the way it’s individual bits blur together into a thrilling phonetic momentum. It’s a blast to get swept up in, even if it doesn’t stimulate anything other than one’s adrenal glands. It’s like a mad king tossing jewels, expensive furs, half-written edicts scrawled on torn pieces of parchment, used tissues, currency, the contents of chamber pots, and court jester hats along a rambling parade route to the drunken, cheering citizens. If you just let it flow over you from a distance, it’s absurd theater. If you wade into the thick of it, it falls apart. But it’s so confident and gleeful and technically virtuosic (how in the hell does pack so many syllables into the “break a motherfuckin’ table” section?) that I don’t mind.

In contrast to “Bad Guy” and “Rap God,” “Brainless” lacks any ambition. Lyrically, it’s the same old stuff about his past and rise to fame. As a holistic piece of music, however, it’s the closest the album comes to a flawless song. Eminem is embedded in the beat throughout––his delivery well-balanced, his rhyming relentlessly multisyllabic and internal with only a few overreaches. Despite being sung by him in falsetto, the swooping chorus works. The beat’s snare hits pack a wallop each time. My only nitpick is that the bridge doesn’t add much. Eminem has too many iterations of this type of song, but “Brainless” is one of the keepers.

Through its first two-thirds or so, “Legacy” is the first slow-paced ballad Eminem has released that I like. It’s sympathetic treatment of social anxiety, loneliness, and mental health issues are admirable. (I realize it’s pretty much pointless to bring this up at this stage in his career, but: The presence of such compassionate lyrics on “Legacy” makes the continued use of misogynistic and homophobic ones all the more infuriating. MMLP had the fig leaf of exploring the nature of controversy in a modern mass media landscape. This album has no such fig leaf, as is made clear with the revisitation of the line about The Columbine Shooting from MMLP’s “I’m Back” on “Rap God.”) The way he delivers the line “Now I think the fact that I’m differently wired ‘s awesome” with an unironic zeal is one of his finest moments as a vocalist. Shortly thereafter, however, the pyrotechnics are set off, searing the eyes of those peering with interest at the formerly sparse stage. As his voice crescendos in conjunction with his millionth victory lap, its thunderous power shakes down an avalanche of you-cannot-be-serious NFL references and awkwardly self-aggrandizing Legacy detritus (see: “The day you beat me pigs’ll fly out my ass in a flying saucer full of Italian sausage” and “I’m The Fire ‘Marshall'”). A messiah complex (see: “I’ll be your savior … Please have faith in my words”) overpowers that which was genuinely relatable and quietly humanistic. It carpet bombs it into the oblivion of ubiquitous legend and idiosyncratic superhumanity. I suppose one could say there needs to be a triumphant ending in order for the song to be more than a bleak portrait of loneliness brought on by being different, but why not let the triumph be a small moment of self-actualization? I like the idea of the song ending as a young Mathers begins putting together his first raps, embracing the positive aspects of his unique mind. Surely listeners could fill in the rest of the story from there. As with “Bad Guy,” I appreciate that he builds up to the cathartic, Recovery-esque ending, but I’d prefer a song called “Differently Wired” to one called “Legacy,” with all attendant implications of the change.

As the album comes to an end with “Evil Twin,” Mathers meditates on multiplicity and contradiction. One moment he’s on the brink of “[giving] up The Game,” the next he’s “strapped for battles” and contemplating preemptive strikes on other rappers without regard for the consequences. He admits he’s “all out of” pop culture figures “to attack” and might not be into doing that anymore anyway. Yet on this very song he makes fun of Lorena Bobbitt, Sarah Palin, Britney Spears, and Casey Anthony. He “[feels] like [he’s] burning to death but [he’s] freezing.” He seems at peace with these contradictions. During the song’s intro, he speculates that “lines are startin’ to get blurred.” At the end of his first verse, his evil twin is outright “bored of his lines”––in a number of ways, one might say. Even the typography of “Eminem [EMNM]” on the cover implies a melding together or collapsing in on one’s self. Each double-verse splits time between Eminem’s perspective and Slim Shady’s, but if the changeover wasn’t explicitly acknowledged I’m not sure I’d be able to tell there is one. Apparently Mathers can relate, as the song culminates with a proclamation that there is no difference between the hypostases of the Holy Trinity of personas he’s built his music and defense mechanisms around (i.e., Marshall Mathers, Eminem, and Slim Shady).

“‘Cause we are the same, bitch.”

I’m not totally sure what to make of the line. If it’s supposed to be profound, putting it at the end of the album is a cop out. It’s a thesis statement, not a send-off. It requires reams of clarifications, stipulations, and explanations. Seriously, think about implications of admitting that Slim Shady is not a character Mathers sometimes plays on record, but Mathers himself one and the same… I just can’t take it very seriously as a straightforward declaration or insight. It does, however, work as a parallel to and inversion of the last line of MMLP’s closer “Criminal:”

“If it’s not a rapper that I make it as, I’mma be a fuckin’ rapist in a Jason mask.”

There, he dons a mask after tinting his car’s windows and firing a gun at the “private eye hired to pry in [his] business.” Here, he appears to be taking one off after being open about and accepting of who he is. Yet this assumes the line is supposed to be taken at face value––and what does “face value” even mean on an explicitly two-faced song? Remember, Slim Shady delivers both of the lines in question. Aren’t they both the exact sort of thing he would say?

I think the line works best as a joke. For all the ways it’s a perfect capstone on the themes of the song, it flies in the face(s) of those of the album overall. If there’s any unifying force to the preceding tracks, it’s the notion that Mathers’ past is inescapable and bound to bring ruination. “Bad Guy” is the most extreme example. His past rains down fiery karmic destruction. It’s chorus is funereal and resigned. The plane Mathers is writing “Headlights” on appears to be about to crash. In the world of that song, that would mean he wouldn’t actually get to record the bridge-mending piece for his mother or start “a new life.” Even the weird, lazy callbacks to MMLP’s “I’m Back” and “The Real Slim Shady” on “So Far…” present the past as a force of reckoning that’s catching up to him. On the chorus of “Evil Twin” itself, “darkness” is “closin’ in.” It’s all quite ominous. Yet on “Evil Twin,” he marauds around as he always has––antagonizing judges, kicking sand in the eyes of his enemies, bragging about how great he is, degrading women, and slurring homosexuals. One can’t help but think he’s doing everything he feared retribution for on “Bad Guy.” But what happens? Nothing. “‘Cause we are the same, bitch” is the most damning thing he says on the entire album (again, if taken at face value) and it’s delivery is both misogynistic and condescending––not contrite and humble! Unless the silence that follows is supposed to represent Mathers’ death or something, it’s a colossal anti-climax to the judgement he teased the entire album.

The song (epitomized by its absurd last line) almost reads like a dismissal or parody of the entire Eminem mythology. (Perhaps by sloughing off the mythology and collapsing in on himself––and in doing so, collapsing the passageways into his past––Mathers erases his karmic debt?) In a way, “Evil Twin” is the ending to Encore I always wanted. It doesn’t resonate at the end of MMLP2 like it would’ve at the end of Encore, but again, despite the flaws, I like that he ended the album with something relatively concept-heavy and ambiguous.


Right now you might be thinking, “I don’t know, Chris, it seems like you might actually like this album.” To that, I can only respond with this line from “Bad Guy:” “If there’s anything you have left to say––’less it makes an impact, then don’t bother.” Unfortunately, Mathers does not heed his own advice. The album should’ve been trimmed significantly and released as The Marshall Mathers EP because more than half the songs are mediocre or worse. “Rhyme Or Reason” is forgettable. “So Much Better” is petulantly idiotic. The Call Of Duty Marketing Song is a song fit for a Call Of Duty marketing campaign (and a D-List “Lose Yourself” knockoff). “Asshole” is a song-length reminder of something that “everybody knows,” as the chorus even-more-needlessly explains. “Berzerk” is grating. “Monster” is a nice bit of pop-rap, but nothing more. “So Far…” and “Love Game” have novel beats, but their lyrics are off-putting for a number of the usual reasons.

As olive branches to the two women Eminem has attacked most specifically and viciously––Kim and his mother––“Stronger Than I Was” and “Headlights” are surprisingly mature. As pieces of music, I find them rather trite and a bit awkward (the grunting on the bridge of “Stronger Than I Was” is particularly cringe-inducing), but I’m not made of stone. In the grand scheme of things they are probably far too little, way too late (especially when on the same album as songs like “So Much Better” and “Love Game”), but they have their moments of impact. Plus, they resonate thematically with the album’s notion of coming to terms with past mistakes. I don’t think they’re great, but I’d probably leave them on the theoretical EP.

The real problem, then, is that Mathers’ description of the randomness and mundanity permeating his “gourd” on “Brainless” is accurate. MMLP2, as a product and/or reflection of that gourd, suffers a fate similar to that of Relapse: It has some solid core ideas, but they’re muddled by all the fluff and filler. If this was the first time he’d made that mistake, I’d be more likely to view the album as something promising. It’s not. I’m bored and tired of the “I’m an idiot, lol” schtick indulged in most obviously––though certainly not exclusively––on “Brainless” (it’s the song’s basic conceit) and “Rhyme Or Reason” (see: “Quit tryin’ to look for a reason for it that ain’t there … There’s no method to the pad and pen”). Mathers has a brain. He just seems loathe and afraid to use it with any sort of consistency. At one time, that was part of his appeal. For me, that time has long since past. Too often he seems to be thinking small when he should be thinking big (e.g., regarding the overarching cohesiveness of the album) and big when he should be thinking small (e.g., regarding the ending of “Legacy”).


In general and on the surface, MMLP2 is a marked improvement on Eminem’s other two post-Encore albums. His voice is far less grating. He changes up his flows in dynamic ways that make for more listenable songs, even if his delivery is still too hiccup-y for my taste. His wordplay is improved. (Still, there are plenty of awful lines on MMLP2 that never would’ve flown on MMLP. It sometimes seems like he’s less concerned with writing excellent lyrics than merely racking up, like pool balls, the most RapGenius annotations.) The beats are frequently ruddy and full-bodied, if not particularly memorable. The rhyming is for the most part solid.

I’m reminded of Tim Rogers’ oddly-relevant review of Super Mario Galaxy, in which he declares that it, in comparison to the original Super Mario Bros., is “not a cultural event––it’s just a videogame,” and a rather tedious and tiresome one despite some neat ideas and cool parts. So it is with MMLP2. An album. An album doomed to live in the shadow of An Event––THE very Event, in fact, that might’ve calcified Mathers’ artistry and turned him into the sort of person that would make a sequel to an album like MMLP… Is it of interest to dedicated Em fans? Sure. To the music world and culture at large, though? I imagine it will be forgotten in short order. This is not The Renaissance. It’s just a Renaissance faire.

I said in “What Killed Eminem?: An Autopsy Report” that I didn’t think he would recover from Recovery––at least not as anything more than “a reanimated corpse.” This album gives me no major reason to back off that assertion. However, I must admit, there are moments on MMLP2 that make me think I may have underestimated the resourcefulness of reanimated corpses. Occasionally they rise up and walk and run and jump and even–– …Well, you read the title. Motherfucker stole my line. Before I could even write it. That’s something, I suppose.


  1. Clint

    Love the detail in your dissection of the album, but honestly it feels like YOU’RE feelings, not any sort of real criticism. I would presume with your over-the-top unneccesary vocabulary “think of your audience, ENG 101” that you would have bashed him for his pronunciation of omnipotent. But you stick to your big words of truth. Anyways. I think the album is fantastic, who cares about the story line? I just like slamming out all of Rap God in my car…keep up the good work though!

    • Entrippy!

      Hey Clint!

      Thanks for your thoughts. Regarding your specific criticisms:

      1.) I guess I think of my reviews as organized writing about my personal feelings on the thing in question. I try to use evidence to back up my opinions when possible, but I guess at a certain point it all comes down to “There’s no accounting for taste.” Certainly I don’t think of my review as definitive or strictly objective.

      2.) I’m not totally sure what you’re specifically referring to with the “over-the-top unneccesary vocabulary” comment, but I will say that I try never to use a word for purely ostentatious reasons. (Yes, I realize the irony of using “ostentatious” in the last sentence, but I genuinely think that word best conveys what I’m trying to get at, so I went with it. That’s generally how I operate in such situations.) Plus, I try not to assume that the average reader is not familiar with the things I am. I feel like that’s condescending. I’m just some guy, after all, and the definition of any given word is only a few clicks and keystrokes away these days.

      But yeah, “Rap God” is definitely good for slamming out in the car, haha. Thanks for taking the time to write. 🙂

      • Clint

        My apologies. I suppose I was just being a little bitter at how extensive you broke down the entire album. I do appreciate a good vocabulary word, I think my only quarrel was how he pronounced omnipotent in Rap God when it isn’t pronounced that way. “And you didn’t mention that” I did like your points on “orange” though. Never even thought of that. I’ve been a long time listener of his songs. Mostly because of my history and I can relate to a lot of his music. Anyways, thanks for taking the time to write back and again my apologies for being rude earlier.

  2. Commenter

    I agree with some of your assessments.

    My feelings are that Eminem’s work is all over the place. His earlier work (SSLP through TES) had excellent beats and rhymes, but the content was disgusting.

    Some of the content on MMLP2 is excellent because it resembles humane values (forgiveness, overcoming his poor childhood, etc.), but it’s not consistent (e.g. Rhyme or Reason he talks about hating his Dad and other songs like Evil Twin), the beats aren’t all that great, and the delivery doesn’t sound as smooth as his delivery from his earlier works.

    Imagine if he did Legacy right with a better ending (no narcissistic godlike complex), a Dr. Dre beat, and a smoother delivery? It would be perfect.

    All he needs to reach perfection is to get Dr. Dre to produce his beats, stay true to his delivery of rhymes as he did on his earlier works, and have an outside consultant advise him on the content of his songs. (the first two shouldn’t be too hard to do, but the third would be more difficult to do as it requires outside assistance that’s not immediately or obviously available).

    Unfortunately, it will take some time for him to reach that point of perfection. He clearly still lives a bit in the past and hasn’t completely adapted to the present (as seen in So Far with his line “i don’t know how to use a computer’). Because he hasn’t completely adapted to the present, he is disconnected with the public, and it shows in his work.

    Finally, when you have Eminem’s character reach massive heights of success, you’ll naturally withdraw from the public, disconnect from your audience, and produce mediocre work. Perhaps his mediocre work is “karma” for producing his misogynistic and homophobic works. When you produce works like those, the public inevitably reacts and it affects you as an artist, possibly degrading your work in the future. What goes around comes around, but fortunately it seems that Eminem is fighting his way to clarity, even though he’s not completely there yet.

    • Entrippy!


      Thanks for such a thoughtful comment. I agree that his work is all over the place. It might be its biggest problem. When he has something I consider worthwhile to say, he rarely delivers in a way that is musically satisfying (and vice versa). Plus, as I say here and in the other Eminem post, his inability to hone in on an idea or even a mood muddles his albums.

      Totally agree on “Legacy.”

      Haha, maybe you and I could start a Rap Consultation Service business and charge people like Eminem a small fee for some guidance…

      Nice pickup on the “So Far…” line. Hadn’t considered it that way.

      I agree that a bit of progress is being made, but it’s very slow. Still, I usually find Eminem’s music fun to think about even when I don’t like it. That’s a fairly rare phenomenon in my experience.

      Do you have any writing on the web (doesn’t have to be about Eminem)? If you do and feel comfortable linking to it (either in these comments or via a channel on the “Contact / Credits” page), I’d be interested in reading it. If you don’t, you should consider doing some. I’ve also thought about doing a podcast (or series of podcasts) on Eminem’s work. If you think you might be interested in appearing on something like that (which currently is totally unplanned and has no timetable), let me know. I think we could have some interesting discussions…

      Anyway, thanks again for the comment! If you want to add anything else, go for it.

  3. Peter Dolkens

    I think you’ve been disappointed with Relapse and MMLP2 because you haven’t realized where Eminem is in his career.

    I see these newer albums as much more produced – by himself no less. You can hate him for it, but there is a kind of clear cut intellect behind his newer stuff – he’s NOT just that angry kid any more, and he acknowledges that to some degree during those albums.

    You’ve certainly done an interesting write up here – I’d never realised how often he used Orange in his lyrics – but I definitely feel you’re pining for his younger albums, in a world that has long since moved on.

    • Chris Hastings

      Hey Peter,

      Thanks for you comment and nice words.

      Perhaps something came across in the writing that I didn’t intend, but I don’t feel nostalgic about his old albums. I think they’re better than his new stuff for sure, but I actually think he hasn’t done enough to escape their shadow. Though I hate to shill my own stuff on a comment on my own site, I would recommend reading the “What Killed Eminem: An Autopsy Report” post if you haven’t. A lot of it’s about that idea. But maybe you did read it and I just did a bad job of communicating that.

      Anyway, it’s awesome that you enjoy his newer stuff. I haven’t been able to up to this point, but I’m quite open to the possibility that one day I’ll see the light!

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