There were two things Eminem knew he wanted to see in the video for D12's "My Band" — a hot blond groupie and a brunette to match. Luckily for co-director Philip G. Atwell, the casting call was a breeze.

"Each of the guys wanted to see themselves doing a line from the song in a particular fashion. Em definitely wanted to play both female characters," said Atwell, who's directed most every video in which Eminem has ever appeared. No one knew what the "lead singer" of D12 was going to come out of the makeup trailer looking like, but Atwell knew it would be a trip. "It's more to be shocking than anything else."

Which is the same reason why heavyweight rapper Bizarre was determined to shoehorn himself into a skintight, glittery green jumpsuit and reenact the workout portion of 50 Cent's "In Da Club" video by hanging his fleshy torso upside down from the ceiling. It wasn't pretty, but that was the point.

"A lot of it was just them saying, 'When I say this line I want to see this happen,' " Atwell said. "It was just a way to put it into a story format where you have this lead singer out of touch with his band. They get progressively bigger and the band gets more intolerant of him until the end where they knock him out."

Even before there was a concept for the video, Atwell knew the shoot would be a team effort. "With this as the leadoff single, it's usually the video that makes a statement for the artist," he said. "And working with an artist like Em ... he's a very visual rapper." Like every clip he's done with the Detroit MC, "My Band" was a close collaboration — Em co-directed and everyone brought a few concepts to the director.

D12 — which also features Kuniva, Swift, Proof and Kon Artis — gave Atwell a sketch of what they wanted to do during a conference call earlier this year. Atwell came back to them with a treatment shortly after that incorporated their skits, plus a few twists of his own.

"Even though our videos are performance-based, they all have a story line that goes through them," he said of such previous Eminem videos as "The Real Slim Shady" and "Lose Yourself." In this case, it was the pampered lead singer of D12, Eminem, enjoying the riches of fame while his crew is forced to hang out in broom closets and ride in broken-down vans.

The song already told the story of the second-string crew, but Atwell pumped up the separation of powers in the clip with subtle touches, such as a giant onstage marquee with Eminem in huge, bright letters and a tiny "featuring D12" hanging underneath.

One of the scenarios that was added at the beginning of the video has the boys trying to get into Em's dressing room as he hangs out naked on a tanning bed and gets a massage from a trio of busty babes. "That tanning bed intro plays a lot longer than what you see on TV," Atwell said. "There's more of a setup, but it was mostly coming off of different scenarios of what would be the most outrageous thing a guy could be doing in there. Something that is the opposite of what hip-hop is all about."

That thinking led to another of the classic bits, in which a fur-coat-wearing Eminem is riding in a stretch limo swilling champagne with a pair of overzealous groupies. "That was just straight rock and roll," Atwell said. "It felt like a rock video. That's one of the benefits of all those characters that Em creates, he becomes that person."

The video was shot at the Olympic Auditorium in Los Angeles in late February, on three stages built below an old boxing ring. Atwell's crew built the "backstage" areas, the fake 50 Cent workout room and the salsa stage at the end of the clip. Two sets they didn't have to construct were the ones from a pair of Em's old videos. Atwell digitally inserted a confused-looking Bizarre into the blink-and-you'll-miss-it snippet of "Lose Yourself," and the group's clown prince donned a black bra for his fake cameo in "Superman."

"These guys are cut from the same cloth," Atwell said of D12's willingness to ham it up for the cameras and stuff their videos with quick-hit inside jokes. Though mentor Dr. Dre doesn't appear in the flesh, midway through the song several crowd members march through the backstage area carrying paper Dre placards on sticks. "They don't look at it as, 'Is this cool or not?' They only care if it works for the song. All their videos are about packing 10 pounds into a five-pound bag," Atwell said.

Though Em has poked fun at his boy-band rivals in the past, Atwell was adamant that the choreographed segment near the end of "My Band" in which D12 dance around in white suits was not "aimed at anyone in particular. They just said they wanted to dress uniformly." It was Atwell's idea — along with the clip's stylist — though, to have D12 don mariachi suits for the final scene.

"That was another one of their conceptual ideas that they left me alone with and let me make their vision come to life." And what about that bottle of D12 brand "Dirty Salsa" that Em is shaking at the camera as he does his fancy dance? "Oh, I gave one to [Eminem's manager] Paul Rosenberg," Atwell laughed of the one-of-a-kind prop. "But I took the only other one they made and I have it at home."

For a full-length feature on D12, check out "Eminem: Rolling The Dice On D12."

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