The song was written and produced by Eminem, Boi-1da, Jordan Evans and Matthew Burnett; keyboardist Luis Resto was also attributed with songwriting credit. According to Eminem's manager Paul Rosenberg and music critics, "Not Afraid" carries a positive message and depicts Eminem's change in direction from drugs and violence. Recording sessions took place at Effigy Studios in Michigan, Encore Studios in California and Boi-1da Studios in Ontario. Brothers Mike and Joe Strange worked with Eminem on mixing and engineering. The hip hop song features a choir that assists Eminem in a heavily layered chorus and vocals are sung over a guitar, synthesizer and piano; no Auto-Tune was used on the sung vocals, but many reverberation tools were.