This came out of a conversation between Neil Peart and Geddy Lee about people they knew and how they went through life without properly addressing problems that were affecting them.
Neil Peart (1988): "Quite a lot of my ideas come from having conversations with other people. I take their observations and viewpoints and personalize them. Unfortunately a lot of people think these songs are personal statements. I don't want that to happen because it would seem I'm unburdening myself and that would be tiresome."
Geddy Lee (Bass Player, Nov/Dec 1988): "That song went through a lot of changes, and by the end of it, we had established this bass riff near the top of it. At the end we got into this groove when we were in the demo stage that we knew would be fun. So when Neil locked into that groove and went with it, he felt so good that we just let him go. And I just jammed to what he already put down."
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