Songfacts®:

• This track is an ode to Eminem's late best friend, D12 rapper Proof, who was murdered in April 2006. On this song the Detroit lyricist shares his grief over the loss of his homie and declares that he will keep his memory alive. Em previously referred to his fallen friend on the Relapse track "Déjà Vu" and paid tribute to him in the album's liner notes.
• The song contains a sample of English singer-songwriter Gerard McMann's 1987 song. "Cry Little Sister."
• Eminem recalled to Billboard magazine regarding this heartbreaking tribute to Proof: "It took me a long time to write the right song for him, and I think two things came into play with that. One was just being in a better place to be able to deal with it. And as soon as I got that beat from Just, the chorus came in my head and I was like, 'Yo, this could be it.' I wrote anywhere from eight to 10 records about Proof, but nothing was right until I got that beat."
• The chorus finds Eminem crooning, "I just miss you." On the Road to Recovery special on Sirius' Shade 45 channel, the rapper admitted that he's not a world-class singer. "I guess as long as the emotion is there... But it was one of those moments on the record where I feel like, 'OK, I finally did Proof some kind of justice by being able to put that together and dump my heart on the record,'" he said. "It was one of those things that when it got towards the end of the record, I really didn't even care about making the rhyme crazy, I just wanted it to say it."