The song is a rhyme duel between Jonathan Davis and Fred Durst, mixing elements of hip-hop beats, distorted 7-string guitars, and Fieldy's signature bass sound. The song begins with Jonathan and Fred insulting each other on hygiene, sexual orientation, family roots, and other things. At the ending, both say they will perform sexual acts on each other in an ironic way, in fact giving the song a confusing twist. There are lyrical references to each other's songs, including Limp Bizkit's "Counterfeit" and Korn's "Blind", "Shoots and Ladders", and "No Place To Hide". Parts of the riff from "Blind" can also be heard during Jon's insults. Musical acts Vanilla Ice, Hanson, and Winger are also tossed around as insults along with references to the 1993 Waco siege, Buffalo Bill, Jerry Springer, Austin Powers, Raggedy Ann, Zingers, Fruity Pebbles, Funkdoobiest, the Confederate flag, and the opening lyrics to Notorious B.I.G.'s "Mo Money Mo Problems".