The music to the song, along with the better known "Get Born Again", was originally written by guitarist Jerry Cantrell in 1998 for what would eventually become his second solo album, Degradation Trip. However, the song was shown to vocalist Layne Staley, who ultimately wrote lyrics for it and recorded it with the band in 1998. In the liner notes of 1999's Music Bank box set collection, Jerry Cantrell said of the song:
