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This was written by Scott Weiland and STP bass player Robert DeLeo while the band was on tour. Weiland considers it a love song for his wife, Mary. It deals with the possibility of loss.
According to Weiland, this is his favorite Stone Temple Pilots ballad.
A live version featuring guest vocals by Linkin Park lead singer Chester Bennington is on the album Family Values 2001. STP was a big influence on Bennington, and he got to know the band when both groups played the Family Values Tour.
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