Songfacts®:

• In this horror rap a deranged Eminem embarks on a maniacal night-time homicidal crusade, as he questions his own sanity.
• The line, "She puts the lotion in the bucket, it puts the lotion on the skin, or else she gets the hose again" is a quote from the 1991 horror thriller, The Silence of the Lambs.
• Not only was this the third single from Enimem's Relapse album, but also it was the third song to reach the top 40 of the Hot 100 to start with '3.' The other two songs to do so were the KLF's "3 A.M.Eternal" in 1991 and Alana Davis' 1998 hit, "32 Flavors."
• In the grotesque music video Eminem plays a serial killer roaming the halls of a rehabilitation clinic at 3 a.m.
• Eminem explained to the Observer Music Monthly May 2009 the song's storyline: "In that song I relapse in a rehab facility or something like it. I just black out and f--king kill everybody. I was trying to create a triple entendre with the [album] title: relapsing literally, going back to the old days – just blacking the f--k out and killing everyone. I wanted to paint a picture for the listener, to make them feel like they are in the story and part of it as each line progresses."