Road To The Grammys: The Making Of Eminem's 'Without Me'

Song took shape when Em and pal Jeff Bass were being silly one night in studio.

Eminem likes to spend his days with his daughter, so the recording sessions for The Eminem Show tended to get going about 10 p.m.

One night in the summer of 2001, around 2:30 a.m., Eminem put on a simple tic-toc-like drum track recorded by his old friend DJ Head. Another pal from the rapper's early days, Jeff Bass, was playing along, flipping through keyboard sounds, when he landed on a bass guitar effect that fit.

Bass heard two notes he liked and began repeating them over the beat. "Boom, bah. Boom, bah."

After nodding his head to the minimal track for a few bars, Eminem smiled at Bass and instantly sounded out a melody. "Da da da da da/ Da da da da da." Bass picked up a saxophone, and by 3 a.m., the music for "Without Me" was written.

"Now I hear it on cell phones or I hear 30,000 kids going, 'Da da da da da/ Da da da da da,' at his concerts, and it blows me away," Bass said. "We were just fooling around."

Eminem heard something in the music he, Bass and engineer Steve King recorded that night that reminded him of "My Name Is" and "The Real Slim Shady." It was simple, yet catchy. Silly, yet charming. "So he just picked the same formula," Bass said.

It took Eminem a while to write the lyrics, and when Bass heard them three months later, he knew it was a hit. "It was classic Eminem comic rap, with a hook you couldn't get out of your mind," he said.

In "Without Me," the rapper broadcasts the return of his nasty alter ego, Slim Shady, who talks about ovulating and settling his lawsuits, before tearing into some of the people who had slammed him in the past, including his mother, Dick Cheney, 'NSYNC's Chris Kirkpatrick, Limp Bizkit and Moby. Like all of Eminem's material, the rhymes are clever, beginning with the first verse: "I created a monsta/ 'Cause nobody wantsta ..."

"His stuff is really crazy to me because just when you think, 'OK, he has run out of stuff to say, he can get no crazier than this,' something comes out of his face that gives you chills or something," Dr. Dre said after he first heard the song.

"It was explosive from day one," added Kevin Black, the national urban field director for Interscope Records. "The record was hot as fire. It's a combination of everything."

"Without Me" was an instant hit on hip-hop, pop and rock radio. The song became a summer anthem, went on to win several Moonmen at MTV's Video Music Awards, and earned Grammy nominations for Record of the Year and Best Male Rap Solo Performance.

It also marked a special accomplishment for Bass, who signed Eminem to his production company years before Dr. Dre signed him to Aftermath.

" 'Without Me' is Eminem's first single I worked on," the producer and multi-instrumentalist said. "I wish I could write all my songs like that."

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