Atrocity Exhibition is a dark boom-bap document of the MC's odyssey as an artist and a human being. It also provides commentary on the perils of celebrity and the perils of fame. The album opens with the title track "Downward Spiral," a darkly melancholy rap about the perils of fame.

A dark, brooding tone pervades Atrocity Exhibition, which is produced by UK producer Paul White. The album's lyrics reveal Chris Brown's various obsessions with music, including Moodymann, Model 500, and early Kraftwerk. Throughout the album, Brown references his own personal favorites, from jazz greats to rock stars. One of his tracks, "Get Hi," references the legendary band Joy Division. The track is remixed and flipped for a new feel, and even includes early Kraftwerk samples.
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