The music was written by guitarist Jerry Cantrell for what would eventually become his second solo album, Degradation Trip. However, after he showed the song to Alice in Chains vocalist Layne Staley, Staley decided to write lyrics to the song, and it was eventually recorded with Alice in Chains in 1998. Staley stated that the song is based around "religious hypocrisy". In the liner notes of 1999's Music Bank box set collection, Jerry Cantrell said of the song:
We tried to work with Dave Jerden again and that didn't work out for various uncomfortable reasons. We had tracked with him in L.A., and then we went up to Seattle with Toby Wright. So considering it was done in different states with different producers, I think it turned out to be pretty classic Alice.
− − Also of note was Staley's condition while recording the song which was made known by Dirt producer Dave Jerden—who was originally chosen by the band for the production—who said "Staley weighed eighty pounds...and was white as a ghost." Cantrell refused to comment on the singer's appearance, simply replying "I'd rather not comment on that…", and band manager Susan Silver said she hadn't seen the singer since "last year".