The video depicts members of D12 fighting with Eminem in the Shady Records studio. It shows a detailed strain on the members relationships. They discuss how Eminem rose to stardom, and they can't get a deal. They envy Eminem, but he doesn't think there is anything to envy, the song ends, leaving people wondering, with the members dissatisfied. In the second verse of the song, Kon Artis talks about a time when he claims to have seen Eminem's girlfriend Kim cheating on him. The video ends with a clip of another song from D12 World, Git Up. The beginning also shows a home video of Eminem rapping at an underground show with Proof and Bizarre.
A cover version was first performed by English rock band Embrace for BBC Radio 1's Live Lounge show. This version is shortened to Eminem's lyrics on the song, cutting out Kon Artis and Proof. The song was released B-sides to their single "Ashes" and on their album Dry Kids: B-Sides 1997–2005. When the video is played for this song, the song often joins onto a shortened version of the D12 song, "Git Up."