Tomorrow marks the 15th anniversary of Eminem's The Marshall Mathers LP, a masterpiece of a "fuck you" to everyone who hated his raw, brash lyricism on his mainstream breakthrough The Slim Shady LP the year before in 1999. Helmed for the most part by Dr. Dre, this was Shady at his best, spewing vitriol and unassailable bars in equal measure. Fifteen years after Marshall came to put the rap game on notice again, we dug through the album's 18 tracks to pull together 12 facts that you may not know about the LP. —XXL Staff


Name Drops: 49

Actors: 8

Musicians: 32

Fictional Characters: 2

Magazines: 2

Athletes/Journalists/Politicians/Murderers: 5

Names Mentioned:
Norman Bates
OJ Simpson
Phil Collins
Arnold Schwarzenegger
Ike Turner
Christopher Reeve (x2)
Sonny Bono
Dr. Dre (x2)
N Sync (x3)
Marylin Manson
Pamela Anderson
Tommy Lee
Tom Green
Will Smith
Britney Spears (x2)
Christina Aguilera (x2)
Fred Durst
Carson Daly
Bill Clinton
Charles Manson
Jennifer Lopez
Puffy (x3)
The Notorious B.I.G.
Backstreet Boys
Ricky Martin
New Kids On The Block
Vanilla Ice
Insane Clown Posse (x2, including the infamous blow job skit "Ken Kaniff")
Missy Elliott
Mark Wahlberg
Limp Bizkit
Snoop Dogg
Timothy White
Clint Eastwood
Richard Pryor

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2000 MTV Video Music Awards Rehearsals

Disses Aimed At His Mother (Who was suing him for $10 million for slander at the time): 8

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2000 MTV Video Music Awards Rehearsals

Times He Mentions His Daughter Hailie: 8


Disses Aimed At Kim: 8, not including "Kim," which is basically a six-minute diss

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Shots At the Media: 15

Including us (but we'll get to that)

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Source Hip Hop Music Awards 2000

"Remember Me"

Fed up with the criticism of his lyrics, Em issued an ultimatum to himself in the final verse of "Remember Me" that stands as one of the great hidden gems on the album. "I'm tryna clean up my fuckin' image/So I promised the fuckin' critics/I wouldn't say 'fuckin'' for six minutes/(Six minutes, Slim Shady, you're on)," he raps, but then he backs it up. He says the word "fuck" one more time in "Remember Me," then four times in the following song "I'm Back" and three times in the beginning of the title track "Marshall Mathers." But it isn't until seven minutes and 29 seconds after he delivered his own ultimatum that he actually says the word "fuckin'" again. Now THAT'S how you sequence an album.

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2014 Lollapalooza - Day 1

"Steve Berman"

The "Steve Berman" sketch on the album is simultaneously an entertaining view of how Em was received within the label structure and also the most inside baseball nod on the LP. Then the president of sales and marketing at Interscope Records, Berman is now the Vice Chairman of the label, having climbed the ladder just as Eminem did over the years. Not bad. But we'll never forget this exchange: "I'm gonna lose my fucking job over this. Do you know why Dre's record was so successful? He's rapping about big-screen TV's, blunts, 40's and bitches. You're rapping about homosexuals and Vicodin. I can't sell this shit!"

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MTV's Spring Break 2000

Death Threats Issued: 53

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2000 MTV Video Music Awards Rehearsals

People Killed: 12 (or more)

Dr. Dre (twice)
Stan's Wife
Kim's Husband and his son
A school full of bullies
N Sync
The bank teller in "Criminal"
Bizarre's Mother

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2000 MTV Video Music Awards Rehearsals

Curses: 278, or almost 4 per minute

Fuck: 132
Shit: 62
Bitch: 56
Slut: 10
Fag: 15
Whore: 3
***In "Kim" Alone: 26

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Eminem At New Jersey Meadowlands Arena


"Kim" is such an uncut, raw and wild track that there was no way to truly tone it down, resulting in it being removed from the album's edited version. It can be difficult to listen to at times—the violence is as over the top as it could get—but there's a deep emotional instability about it that makes it fascinating as an art piece, if still problematic from a cultural standpoint.


That XXL Shoutout

Ah, yes, that XXL shoutout. Here's the line, which comes at the end of the title track:

"And then to top it off I walked to the newsstand/To buy this cheap-ass little magazine with a food stamp/Skipped to the last page, flipped right fast/And what do I see? A picture of my big White ass/Okay, let me give you muthafuckas some help/Um, here, XXL! XXL!/Now your magazine shouldn't have so much trouble to sell/Ah fuck it, I'll even buy a couple myself"

The line came at the height of Em's beef with our magazine, as well as magazines in general, and led to an August 2000 XXL cover story that was an open letter to the Shady MC. Eminem and XXL would eventually squash the beef and collaborate many times in the future, while Shady's venomous bite turned toward The Source and their contentious co-owner Benzino. Em would bury Benzino on "The Sauce" and "Yellow Brick Road," leading to the former Source chief apologizing for his role in the whole issue. And you know what? XXL did sell pretty well after that; 15 years later we're still killin' the game. Thanks Em!

Related: 13 Of Eminem’s Biggest Career Highlights
Best Eminem Diss Tracks
Eminem’s Best Live Performances
Eminem’s Best Videos
The 50 Best Eminem Verses
The 15 Best Eminem Guest Verses
Slim Shady’s 40 Best Quotes to XXL