This mournful song was written by Chino Moreno by himself on piano. He recalled to Kerrang: "Every day I'd walk from the (studio's) control-room to the bathroom, and there was a piano there. I'd play a couple more notes each day until I had the whole thing."
Lead guitarist Stephen Carpenter played the drums on this track.
Moreno elaborated on how the song came together: "There was a piano in the studio, where we recorded the record, and it was just there. And every day I walked by, I kinda fiddled with it and I kinda came up with this melody idea and this vocal line. And then Stephen came in and played the drum part, and its just kinda like a simple beat, but we just recorded like really ambient and just added guitars and a little tiny bit of a mod in it, and it just turned out to work. I think you should never be afraid to use any types of instruments, just try your saxophone or Hammond."
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