Deftones convened at a warehouse in Sacramento near the end of 1996 to begin work on the follow-up to their debut album "Adrenaline". At first, they were without bassist Chi Cheng, who was down in San Diego, trying to decide whether to leave the band to become a teacher. His absence is reflected in this song's sound. Vocalist Chino Moreno explained to Kerrang: "We'd come of Adrenaline and I thought Adrenaline sucked. It didn't turn out as great as it could have been.

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