The song was largely written during the filming of 8 Mile,
including several elements written entirely on set by Eminem. The song largely
plays to the themes of the film, as it is largely based around, and written
from the viewpoint of, the character of Jimmy "B-Rabbit" Smith, Jr.,
the role taken on by Eminem in the film, and the events of the film itself.
The song earned Eminem five Grammy nominations at the 46th
Grammy Awards in 2004 and the Academy Award for Best Original Song in 2002,
making it the first ever rap song to have received this accolade.
According to studio engineer Steven King, who spoke to
Rolling Stone magazine, Eminem recorded the song in a portable studio on the
set while he was on a break from shooting, recording all three verses in one
take. The sheet on which he wrote the song appears in 8 Mile in a scene where
his character is writing while riding the bus. -wiki