Jay-Z, on a beat produced by Eminem, reminisces on when he was broke and how people act have changed since then. Joining him is Freeway, who at the time of this song had just been signed to Roc-A-Fella Records.

The name of the song “8 Miles and Runnin'” is a reference to the N.W.A song “100 Miles and Runnin'”.