Songfacts®:

• This aching rock ballad is unusual for Chickenfoot in that singer Sammy Hagar wrote the words first and guitarist Joe Satriani then composed the music to suit the lyrics. Satriani told the story of the song to Musicradar.com: "Sam gave me two sheets of lyrics and said, 'Can you write something to this?' It was interesting - usually, the music comes first. He didn't say a word to me about the style or anything. I looked at the lyrics and thought they were very unique.
  
  I woke up one morning, went to my piano and started playing. Initially, the music was a bit more Radiohead than R&B, partly because I don't play the piano too well. [laughs] I took out my phone, made a quick recording and e-mailed it to everybody.
  
  Sam came to the studio all excited to record it -- he loved what I had demoed. After the other guys arrived, we spent a lot of time trying to figure out how to make it a guitar song. Again, the answer didn't come to me at first. I didn't want the track to be a power ballad, but going too bluesy didn't seem right, either. We started playing, and once we heard Sam sing in that R&B/soul timing of his, we felt comfortable going more minimal - we didn't have to slam it. During the solo I stepped on my POG pedal and played these arpeggios, and everything felt right about the song to me."
• The song has a R&B groove, which tested bassist Michael Anthony. He told Ultimate Classic Rock: "It was kind of challenging, because Joe had the part and Chad (Smith, drums) and I are going 'hmmm, what are we going to do to this?' A lot of times, you'll get a little tough thing there [like that] and Chad and I, we just banged around a few ideas and came up with something that really worked with what Joe was playing."