after a low guitar drone, the song evolves into a hard rock lullaby that turns into a hard-hearted kiss-off, ending with an edgy, sustained vocal drone that is more scary than reassuring. in his book "over the top: the true story of guns n' roses", mark putterford notes the song's contrast with much of the other material on the "illusion" albums, citing rose's "deeply ingrained whore/madonna dichotomy" and his "dew-eyed romantic cooing with tenderness." "don't cry" features shannon hoon of blind melon as a co-lead vocalist. hoon sings an octave higher than rose, and his voice is placed further back in the mix. in his autobiography, slash states that hoon's harmony vocal "made that song all the more soulful." along with "estranged" and "november rain," it forms a narrative inspired in part by the short story "without you" by del james. the song peaked at #10 on the "billboard" hot 100, becoming the band's fifth top 10 hit there.