This was one of the songs that earned Eddie Vedder the job of Pearl Jam frontman. His acquaintance Jack Irons sent him a 3-song instrumental demo recorded by Jeff Ament, Stone Gossard and Mike McCready, who were looking for a lead singer for their new band. In one day, Vedder wrote lyrics for the three songs and added his vocals using a four track recorder. The result was what Vedder called the "Momma-Son" mini opera, with the first song "Alive" telling the story of a boy who learns his dad is actually his stepfather. In "Once," the boy goes crazy and kills people. The third part of the trilogy is "Footsteps," where the boy ends up on death row and blames his mother for his problems. When the band heard the demo, they quickly offered Eddie the job, and a few weeks later he joined them in Seattle to record much of what would become the Ten album, including this song.
Guitarist Stone Gossard wrote the music for this track.
At the end of the song, Vedder does some mumbling. He's saying: "You think I've got my eyes closed, but looking at you the whole f*cking time."
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