months before writing the song, cantrell had been suffering from an unexplained illness. he told "guitar world", "i got deathly ill. i had these mystery migraines, intense physical pain, and i'd even gotten a spinal tap to test for certain things. they never could find anything wrong with me. i felt i was puking up all this undigested grief in losing layne." once cantrell started writing the song and the rest of the album, his mystery illness disappeared. cantrell told "noisecreep" that the night the track was recorded, the band was "crying their eyes out". but he thought writing the song was going to kill him. "i sent it to sean kinney, and then immediately i started getting these f—ing migraine headaches where i felt like my brain was like unseated in my skull. i went through this mystery illness for about three weeks immediately following that where i really thought i was gonna f—ing die. i was in physical pain to the point of tears, and they couldn't find anything wrong with me." looking back on it, cantrell said that he believes it was the pain of saying goodbye to staley. "i think what it really came down to there was a huge chunk of grief there i'd been holding onto for a long time. i think we all have." cantrell said, "i'm really, really proud of that song. i'm proud of it for a lot of reasons. it's all about facing up, owning your s–t, owning your good stuff and your bad stuff, and continuing to walk forward and live a life."