This song, together with "River of Deceit", started the project Mad Season. Mike McCready met bassist John Baker Saunders while they were both in rehabilitation in Minneapolis, Minnesota. They wrote this song in 1994 in Seattle, Washington, and there they met Barret Martin. McCready then brought in friend and Alice in Chains frontman Layne Staley to round out the line-up. Layne's friend had hoped that being around sober musicians would push Staley to get himself sober.

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