Songfacts®:

• The song originated with the four band members sitting around in the studio, waiting for something to get fixed. Corgan started playing the riff, and as they all liked it, he went home and wrote the melody and some of the lyrical content.
  
  "The next day," Corgan recalled to Music Radar. "I played it for Nicole (Fiorentino, bass) on acoustic guitar, and she almost started crying. She said, 'God, that's so beautiful.' And I was like, 'OK - that works for me!' [laughs] Heartache never gets old.
  
  Within a few days we were tracking it," he continued. "Somewhere along the way, I bought one of those old guitar synths – I think it's the first Roland one. It's the one where you don't need the special pickup; you just plug straight in. It tracks semi-poorly, but that's part of the sound."
• Sonically, this was partly inspired by the band's fondness for Shoegazing, a type of alternative rock characterized by significant use of guitar effects, and indistinguishable vocal melodies that emerged from the United Kingdom in the late 1980s. Corgan told Music Radar: "The whole band loves shoegazer music, particularly from the late '80s and early '90s, the UK stuff. Ride, Slow Dive, Swervedriver – we've toured with some of those bands. So it's trying to find a combination of an underneath club feel and shoegazer on top."