Songfacts®:

• Before Eminem became the superstar we know today, he was a member of the hip-hop group D12 (short for Dirty Dozen). Originally consisting of six of the finest rap artists in the Detroit area, D12 was going to have 12 members, but settled on being a sextet, with each member having a dual personality, thus the dozen. Eminem's other half was Slim Shady, which is where that persona originated.
  
  Having formed in 1995, D12 achieved mainstream success after Eminem rose to international fame, clocking up two chart-topping albums in 2001 and 2004. However, in 2006, group member (and Eminem's best friend) Proof, was murdered, resulting in D12 becoming inactive. This song finds Eminem looking nostalgically back at the group's heady days as well as how Proof's death caused them to lose their bond as a unit.
  
  I just noticed the oomf was gone when we go in the booth
  Cause the truth is the moment that Proof died, so did the group
  
  During the hook Em expresses his guilt for exploiting his friends as a stepping stone for his own solo career.
  
  To all the friends I may have hurt
  I better stop and say my grace
  From that I pray that I don't fall
  'Cause on the way back down I may
  May end up running back into them all
  I never meant to use you all as my stepping stones
• During the latter half of the song, Eminem belatedly bids farewell to his surviving D12 group members.
  
  I know we kept up our hopes
  But the longer we spend livin' this lie that we live
  The less is left for closure, so let's let this go
  It's not goodbye to our friendship, but D12 is over
  
  Though D12 had been inactive since Proof's passing in 2006, they had never officially broken up. However, here Eminem announces that the group has officially disbanded.