On the surface, Eminem's "Lose Yourself" video is mostly a combination of "8 Mile" clips and performance footage, but the reality is every scene was meticulously thought out with two ambitious goals in mind.

One, co-directors Phillip G. Atwell, Eminem and Paul Rosenberg wanted to shine a spotlight on Detroit, much the way "8 Mile" did.

And two, they wanted to revisit the film's sets and "show a little separation, as in that was a film, and here's Em for real," Atwell explained.

Separation visually, but not technically, meaning the video footage needed to stand up to acclaimed movie director Curtis Hanson's shots. "That was a little bit of a challenge because they had time to go and prep and light, and we came in that week and had to go right away," Atwell said.

Still, the directors were happy with almost all of the video, beginning with the opening cityscape of Detroit, which was shot using a helicopter and cranes.

"It feels like a film, like you don't know if it's from the movie or not," said Atwell, who also directed 50 Cent's "In Da Club" (see "50 Cent, Eminem, Dr. Dre Face Suge Knight At 'Da Club': VMA Lens Recap"), which will compete against "Lose Yourself" for Video of the Year. "It made for a big opening."

Atwell, who is Philadelphia born and raised, felt like a native Detroiter by the time shooting wrapped on the video because of the extensive time spent scouring the city for location shots.

"The challenge was trying to find places that people from Detroit really identify with and people who aren't from that city get a feel of what it's like to be there," he said. "Our shots are a little dark and dim and it was intended that way. We felt that was somewhat more realistic as to what parts of Detroit were like and still are like."

While movie clips and performance footage play a major part in "Lose Yourself," the video does have some memorable vignettes, just not as many as Eminem would have liked.

"Em is a very visual person and he likes to take lines and visualize them, sometimes too many lines," said Atwell, who co-directed with Dr. Dre the "My Name Is," "The Real Slim Shady" and "Stan" videos. "We always have to nail it down from the 50 vignettes we start with."

Probably the most powerful sequence is of Eminem on a tour bus, first by himself and then in the middle of a party, included just after "8 Mile" footage of Rabbit riding on a transit bus. The scenes show separation, but also the similarities between a struggling rapper and a superstar.

"Even though he's now on the other side of stardom and fame and riding on a tour bus, there's still a feeling of loneliness and isolation," Atwell said. "You're still away from your family, your daughter. And there's always groupies trying to get your attention, but it feels like it's not real."

The directors carried that tone into the next clip, which shows Eminem coming home, presumably from a tour, to a daughter who barely recognizes him. The girl in the scene is not the rapper's real-life daughter, but a local actress who mildly resembles Hailie Jade.

The mansion is also not really Eminem's, although the owners did try to sell it to him, Atwell said, laughing. The directors loved the location, but were less enthused with the family living there.

"We thought we had the house locked down with our guards, but we get inside and there's kids already waiting for us," Atwell said. "I don't know if they told all their friends and neighbors that we were coming or what, so it was a nice little autograph-signing session, but Em was cool about it. It's hard to take him places because you want to say hello to the fans, but it's hard when you're working."

Since most of the performance footage is just of Eminem, the directors wanted one location to be in front of a crowd featuring his DJ and hypeman, Proof. They liked the exterior of the Chin Tiki, a Detroit landmark featured in "8 Mile," but it was a little too small to accommodate the crew and extras.

So Atwell made it appear as if the show were there, when the interiors were actually shot at the larger State Theater. "We packed about 400 kids in there," Atwell said. "That place was massive."

All of the scenes turned out as planned except for one. Eminem rapping as he strolled across the Ambassador Bridge was supposed to be the show stealer. The problem was, you can barely tell that it's really him.

"We didn't get the shot we set out to do," Atwell said. "Sometimes in production, in order to get the job, people tell you they can do things and then they wind up coming to the set and not being able to perform. I think it came down to [helicopter] pilot error. He was like 10 times further away than he said he could get."

In the end, though, Atwell felt the video was a success. "I attribute it all to Eminem," the humble director said. "In a performance video, you have to give it to the artist for presenting the song in a memorable way."

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