It was Aerosmith drummer Joey Kramer who initiated this rock ballad. He had an idea that he wanted to explore and undertook a 90-minute session with longtime band collaborator Marti Frederiksen. The pair then listened back to what they had played and picked out some verses and a chorus from the jam. "He's one of the few guys who has the patience to hear out my ideas, because I'm not musical that way. I wanted to do something at that particular tempo, so Marti and I started jamming together," Kramer told Rolling Stone
of songwriting with the producer-composer. "You always come out with something at the end of the day. Always. There's never a blank day."Brad Whitford
then added some guitar flourishes, and Steven Tyler provided lyrics about fading love. Kramer said to Rolling Stone
of the experience: "The biggest excitement for me, not being a songwriter, was having life breathed into it by the band – with Steven writing the lyrics, having him sing it, having Brad play guitar on it."