Songfacts®:

• Featuring Dr. Dre, this song takes looks at different cases of people forced to make a good or a bad decision. Dre plays the good conscience, while Eminem (in Slim Shady mode) plays the naughty side inherent in all of us. >>>

  Suggestion credit:
  Matt - Millbrae, CA
• It was Dre who came up with the idea of a duet in the form of a lurid morality play. Eminem told NME: "The whole concept for 'Guilty Conscience' is from Animal House, where the girl has passed out and the guy has to decide what he does. He has a devil on one shoulder, an angel on the other."
• At the end of this song, Eminem convinces Dr. Dre that the guy who caught his wife cheating should shoot her after all. Dre maintains his composure until the end, when he declares, "Aw, f--k it, shoot 'em both."
  
  MTV and BET both faded out the video early when they aired it, leaving the song with Dr. Dre taking the high road.
• The song contains a sample of Ronald Stein's "Go Home Pigs" from the soundtrack to the 1970 film Getting Straight.
• Actor Robert Culp is the narrator in the song's music video. You might recognize him from his recurring role as Warren Whelan on Everybody Loves Raymond. Those of a certain age will likely know him from the Bill Cosby starring espionage series I Spy, where he played Kelly Robinson.
• The repartee between Dre and Em in this song gets very personal, with Eminem referring to his baby mama drama, and asking, "You gonna take advice from someone who slapped Dee Barnes?"
  
  This is a reference to Dre's 1991 altercation with the female television host Dee Barnes. Dre reportedly roughed her up because he was upset over comments Ice Cube made on her show.
• This was originally titled "Night & Day."
• On his 2024 album The Death of Slim Shady (Coup de Grâce), Eminem revisits the concept of "Guilty Conscience" with a sequel titled "Guilty Conscience 2." Unlike the original featuring Dr. Dre's voice of reason, this solo track delves into a personal battle between Eminem and Slim Shady.