If you don't like this album, listen to track 17 for instructions

Let me just start this review by saying that I don't consider Eminem some kind of genius in terms of lyrical content. Most songs on this LP are variations on a similar theme -- namely, Eminem responding to people who blasted his smash debut The Slim Shady LP as an offensive, bad influence on kids. And in terms of free speech, while it's true that he had the right to put this album out, if I had a 13-year old kid there's no way I'd let 'em listen to this -- while Em's right that it's idiotic to blame him for the actions of his fans, it's also true that certain music can have a subtler negative impact on younger kids' attitudes.

So you may be wondering, "Well damn man, you gave it 5 stars, what DO you like about it?"

Well for one thing, Eminem is an MC of unparalleled rhyming ability. Listen to the beginning of "I'm Back," for instance, where he essentially rhymes two whole lines: "I murder a rhyme one word at a time/You've never heard of a mind as perverted as mine." Or check out his verse on "B*tch Please II," where he completely outshines the other rappers featured on the track and makes it look easy, seemingly finding infinite ways to rhyme the same vowel sounds. Hell, even "The Real Slim Shady," the lead single that everyone and their mother had heard when this came out, has some crazy lines -- listen to the end of the first verse, where he manages to rhyme "antelopes" with "can't elope," "antidote," and "and it goes," along with a host of other words. So even when you're not really into what he's rapping about, you can't help but admire the way he does.

In addition to thinking up some pretty damn creative rhymes, Em's flow is practically flawless throughout the CD as well. Listen to "Criminal" to hear a great example, where he delivers some rapid-fire rhymes that fit perfectly with the fast-paced beat. He's also shows a lot more versatility here than he did on his debut. In "The Way I Am," he slows down his typical flow and practically shouts every line; in "Stan," he plays the role of a crazed fan rather convincingly, beginning calmly but gradually building up his rage with each verse. Granted, you may not be feeling him when he gets really intense, but he shows a lot more variety here.

The production on this album is interesting because if some of the beats here were paired with a different rapper, I don't know if they'd quite work. But the thing is, they fit perfectly with Em's style, particularly on the mostly Dr. Dre and Mel-Man-produced first half of the album. Dre's sparse, stripped-down beats put the emphasis squarely on Eminem's rapping. "Kill You" and "Who Knew" are probably the best examples of the production technique Dre uses for this album; both are very simple, consisting of only a few notes looped in a stop & start motion, yet they manage to be pretty catchy without taking any attention away from Eminem. This is a lot different from Dre's work on his own projects The Chronic and 2001, where the beats essentially made the albums -- in this, it's Eminem who's the driving force.

But this album's lyrical content is what tends to divide people about it. Make no mistake -- aside from "Stan" and some lighter moments on tracks like "Drug Ballad," "B*tch Please II," and the once-ubiquitous "The Real Slim Shady," Eminem sounds pretty damn angry for the duration of the album, and much of his rhymes don't stray from firing back at those who criticized him for being a negative influence. Sure, he gets a little more personal on "Marshall Mathers," where he includes some lines about the impact his rise to fame has had on his (pretty dysfunctional) family relations, and "Amityville" is a more unique track lyrically, where he paints a pretty bleak picture of Detroit as America's murder capital. But other than that, Eminem basically addresses his public image and lashes back at his critics. That's not necessarily a big problem, though -- he finds some creative ways to do so, often incorporating some Slim Shady-styled madness into his rants. You may think he goes too far at times -- listen to "Kill You" or the Columbine references in "I'm Back" for possible examples -- but he can actually be pretty amusing, if not exactly in a laugh-out-loud way.

The nicest thing about this album is that it essentially works as a whole. If you asked me whether every track is perfect, I'd definitely say no, particularly when you compare certain songs in the second half ("Drug Ballad," "Amityville," "Under the Influence") to the absolutely killer first, which includes some of Eminem's most inventive rhymes, excellent production, and all three of the album's singles. That's not to say that the second half is bad, just that it doesn't strike me as interesting as the first; the Bass Brothers (Em's production team from Detroit) provide a somewhat bland pop-oriented beat for "Drug Ballad" and a fairly monotonous one for "Under the Influence." But even those tracks aren't that bad, because the beats are decent and Em's excellent MCing stays intact -- not to mention the excellent closer in "Criminal," which easily surpasses "Still Don't Give a F*ck" from the previous album as Eminem spits his trademark twisted lyrics he's become known for over a frantic piano loop.

One track that most people don't like in the second half is "Kim," a pretty disturbing piece where Eminem ends up murdering his wife. It's not much of a song -- while the Bass Brothers provide some heavy nu-metal style drums and guitar for the beat, Em essentially screams rhymes of abuse at "Kim," placing his wife in a helpless position as he voices her crying and upset. I was definitely shook when I first heard this track (and if it doesn't evoke any kind of emotion in you, I don't really know what to say) but over time it's grown on me for its sheer intensity and realism. To take it as Eminem "advocating" spousal abuse is a little ridiculous; while kids should be kept far away from it, any mature adult should be able to see that the emotional wreck Em portrays in the track is not meant to be a role model for anything. Granted, it's not a track I'll typically listen to with this album, but it's much better-crafted than a lot of people give it credit for. And while most of the lyrics are extremely hateful, you can see that it's not entirely a one-way diatribe in the end -- "Oh my God, I'm crackin' up/Get a grip Marshall," as well as alternating expressions of love and hate at certain points.

That said, it would have sat better with people had "Kim" been a fictional character -- Mathers's protests that people take him too seriously ring a little hollow after making a track that ends with his ex-wife's throat being cut. And keeping in mind that Kim actually did slit her wrists in a failed 2000 suicide attempt after witnessing Em abusing a blow-up doll of her in a Detroit concert -- disproving Em's one-time claim that his raps are just "words on a mic." Again, I have to stress -- be prepared if you do decide to ever listen to this track, particularly for the first time, cuz it's extremely intense -- even if you're an adult or someone who doesn't consider yourself particularly sensitive.

That tangent aside, my recommendation is to listen to this LP with an open mind. Em's lyrical depth has been over-analyzed, but the contrast between his deranged "Slim Shady" persona and the self-righteous anger of his "Marshall Mathers" self makes for an interesting dynamic throughout the album, and also makes him more compelling than, say, Limp Bizkit-style angst. And as mentioned before, the man is extraordinarily talented in both his rhyme scheme and unique flow. Add in some inventive production from Dre and others, and you've got what I think is one of the best hip-hop releases of our time. Em's the kind of MC people tend to either love or hate, but I encourage you to give this CD a try, even if you're not all that into rap -- you might be surprised.