
Proof has stated his admiration for Garcia's eclectic style, saying that Garcia "went against the grain". Proof has said that he considered Garcia to be a "genius" who suffered from common character flaws. It contained the prophetic song Kurt Kobain in which he wrote of his own death and 'passing the sign' to 1st Born as his protégé once he was gone. Called Searching for Jerry Garcia, the album was released on Augon his own Iron Fist Records label in conjunction with Alliance Entertainment's IDN Distribution, ten years to the day following Grateful Dead frontman Jerry Garcia's death. Proof said that he did not produce the record with Shady Records or Aftermath because he wanted to "build his own thing". Proof released a solo album featuring collaborations with 50 Cent, Method Man, Nate Dogg, B-Real of Cypress Hill, T3 of Slum Village, Obie Trice, King Gordy, Eminem and D12. Proof also starred in a cameo role, alongside the rest of D12 (except for Eminem), in The Longest Yard, appearing as "Basketball Convicts" during the credits. To capitalize on the publicity from the film, Proof released a six-song EP called Electric CoolAid: Acid Testing. Proof appeared as Lil' Tic, a freestyle rapper who rap battles the lead character, B-Rabbit, played by Eminem. He appeared in the film 8 Mile along with Eminem and Xzibit. The following year, Proof collaborated with Dogmatic on "Promatic" and joined Eminem's "Anger Management" tour in support of the release. He gained further exposure in 2001 with the release of Devil's Night, D12's debut album on Interscope Records. Dre, Ice Cube, and Snoop Dogg in the Up In Smoke Tour, performing as a hype man for Eminem. His first television appearance was in the video for Aaliyah's " Age Ain't Nothing But a Number". Early individual accomplishments included being featured in The Source's " Unsigned Hype" column in 1999 and nearly winning the 1998 Blaze Battle. Bugz was also a childhood friend of B-Flat and Dirty Ratt, who had previously departed ways from D12. Then Bizarre decided one of Proof's friends, who was a rapper (from 6th Mile, Detroit) named MC Bugz, should be in the group. Proof allowed Denaun to put Kuniva in the group since all the members at the time were already friends with Kuniva. He also asked Denaun, who said he would not return to the group unless they recruit an affiliate and friend of the group, Kuniva. This time Proof called Bizarre and Eminem, since they were available. Proof later reformed the group in mid-1996. Proof decided to break up this version of the group in 1996.

Bizarre, Denaun, and Eminem, could not make it to the studio sessions because they were also working with their other groups. Eventually this first incarnation of the group back in early 1996 because the original members of D12, Eye-Kyu, B-Flat, and Dirty Ratt, were more focused on recording music with their other groups. This created the first lineup of Proof's supergroup D12.

Shortly after that, Proof recruited two friends, B-Flat & Dirty Ratt, to the group. Porter, and a high school friend Eye-Kyu. Originally known as Maximum, under the moniker "Proof", Holton first rose to national prominence when he formed D12 "The Dirty Dozen" in 1995 with his friends Eminem, Bizarre, Mr.
