"Guilty Conscience" is a song by American rapper Eminem, featuring American hip hop record producer Dr. Dre. It was released as the third and final single from Eminem's The Slim Shady LP (1999). It was also released on his 2005 greatest hits album Curtain Call: The Hits. It samples I Will Follow Him by Little Peggy March.

The song is also mentioned in another Eminem song, "The Way I Am", in which one of the lyrics in the song say that "Guilty Conscience" received poor responses; "Oh, it's his lyrical content - the song 'Guilty Conscience' has gotten such rotten responses".

"Guilty Conscience" features a duel between the two rappers playing the roles of good and evil in someone's head in the manner of a medieval morality play, i.e., the angel and devil on a person's shoulders competing for possession of the person's soul. Dr. Dre is the angel; Slim Shady the devil. The song contains spoken parts and sound effects describing several conflicting scenarios building tension and curiosity, narrated by Mark Avery. Eminem is generally credited for writing Dre's verses as well as his own.

The first verse of the song features the story of Eddie, 23, a frustrated young man about to rob a liquor store. Dre warns Eddie not to go through with it, telling him that the witnesses will report the robbery to the police, that it will be mentioned on the news, and that Eddie will end up on the most wanted list. Slim Shady urges Eddie to go through with his plan; he tells Eddie to go to his aunts' house and disguise himself so witnesses would not recognize him. Shady uses the poverty of Eddie's family to justify the robbery, and in the unedited version, tries to persuade Eddie to murder the store clerk, whom Dre says is "older than George Burns". Though in the song alone the end is ambiguous, the music video depicts Eddie ultimately deciding not to go through with the theft and walks away.

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