The song was inspired by Xiola Blue, a former girlfriend of Perry Farrell, who came to Los Angeles for her father's funeral, and spent three days with Farrell and his partner Casey Niccoli, in a "haze of sex and drugs". Blue was also the muse behind Xiola, a song recorded by Farrell's first band Psi-Com. She died of a heroin overdose in New York City in June, 1987. The song was written prior to her death.
A live version of the song appears on the band's 1997 rarities compilation Kettle Whistle. This version appears on the soundtrack of Richard Kelly's 2007 film Southland Tales, which repeatedly quotes the "Shadows of the morning light" section of the lyrics and revolves around the final three days before the end of the world. The original version made an appearance in the 1992 film Singles, a movie about the alternative rock scene in the early 1990s.