In speaking with Genius about the making the song Eminem said:
"When we were making 8 Mile, I was revisiting this old CD from two years before, going through old loops. I found the “Lose Yourself” demo on this session where me and Jeff Bass were just making beats. Jeff was just sitting on those guitar chords, and then it went into something different. I was just like 'Yo, that section, right there, I gotta make a beat out of that.' I recorded the demo version of it the same day I made the beat. I didn’t like the rhyme, and put it off to the side.
But it’s one of those beats I never gave up on. That beat was definitely a highlight of my producing. I ended up doing the new version on the set of the movie, just writing between takes.