- Musical personnel
- Eminem – rap vocals, vocals, speech, production, mixing
- Mike Elizondo – bass, guitar, keyboards
- Tommy Coster – keyboards
- Camara Kambon – keyboards
- Sean Cruse – guitar
- John Bigham – guitar
- DJ Head – drum programming
- Dina Rae – backing vocals
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- Production personnel
- Dr. Dre – executive production, production, mixing
- Mel-Man – production
- F.B.T. – production
- The 45 King – production
- Richard Huredia – engineering
- Chris Conway – engineering
- Aaron Lepley – recording engineering
- Mike Butler – recording engineering
- Jim McCrone – engineering assistance
- Michelle Forbes – engineering assistance
- Thomas Rounds – engineering assistance
- Brian Gardner – mastering
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- Featured artists
- Dido – vocals
- RBX – rap vocals
- Sticky Fingaz – rap vocals
- Bizarre – rap vocals
- Dr. Dre – rap vocals
- Snoop Dogg – rap vocals
- Xzibit – rap vocals
- Nate Dogg – vocals
- D12 – rap vocals
- Additional personnel
- Jason Noto – art direction, design
- Jonathan Mannion – photography
- Joe Mama-Nitzberg – photography
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