The lyrics were inspired, in part, by an unfortunate news story in Stone Temple Pilots' hometown of San Diego, California about a missing young woman who was later discovered dead by local law enforcement ("And I feel, when the dogs begin to smell her..."). At a concert in Columbus, Ohio on May 17, 2008, lead singer Scott Weiland said that he and STP drummer Eric Kretz wrote the lyrics in a hot tub after hearing the story. Weiland has described the song as "a metaphor for a lost obsessive relationship."

This was STP's breakthrough hit off of their major label debut album. Like all of their songs of the era, it is a band composition. When Songfacts spoke with drummer Eric Kretz in 2013, he said it was a very collaborative and energetic time for the band in terms of songwriting. "There was enthusiasm and excitement and everyone was in the room and participating creatively, artistically," he explained. "It's the most fun time to be in a band when everyone has the same ideas and everyone has the same goals."

Bassist Robert DeLeo came up with the riff for this song in the back of a U-Haul truck the band was using for a local tour. The song's instantly recognizable chord structure was inspired by DeLeo's love of ragtime music.