The music to the song, along with the more famous "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 the song, 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:
I wish we'd have got a bit more work on that one. It's more "Alice In A Jam Room", it's not as finished as "Born Again". It's vicious, it's got teeth, it doesn't have many overdubs and it's maybe a purer, rawer form of what Alice is. It isn't pretty and that's not a bad thing at all.
The song is thought to be about Staley's deceased ex-fiancé, Demri Lara Parrott.
Although it is not as well known as "Get Born Again", the other of the last two songs recorded with Staley, it has become one of Alice in Chains' more notable songs because it was their final song recorded with Staley before he died.