This song is a tribute to the band's late frontman Layne Staley, who died of a drug overdose in 2002. In a FMQB radio special, in which the band members discussed the album with James Hetfield and Lars Ulrich of Metallica, guitarist Jerry Cantrell explained: "It's a really intense song and a really open-hearted song because of Layne and the experience that we all went through. It's [about] facing up to that stuff and all the good and all the bad and moving forward together. It speaks to [the fact that] things were pretty black for us. It's pretty literal, and things are starting to get a little lighter."
Elton John sings and plays the piano on this track. The recording was done in Vegas, where John was wrapping his Red Piano concerts. The collaboration was born when Cantrell thought the track could use a little piano. He recalled in publicity materials: "We were thinking about adding piano to the track and a friend suggested we call Elton. I remember laughing and saying, 'Yeah, I'll get right on that.' But I decided it was worth trying and wrote him an email explaining what that song means to us—that it's a real, raw open-hearted song for Layne. We sent him the track and got a call shortly after saying he thought it was beautiful and that he wanted to play on it. He was finishing his 'Red Piano' run in Vegas, so we flew there and hung out for a few hours. Walking into a studio and seeing the sheet music for that song on Elton's piano made it meaningful on so many different levels. The whole experience was pretty magical."
The Black Gives Way to Blue album was Alice In Chains' first new studio album in nearly fourteen years. The band and producer Nick Raskulinecz (Rush, Foo Fighters) began recording it in October 2008r at Studio 606 in Northridge, California and finished mixing it the following summer at Henson Studios in Hollywood.
Cantrell told Inked Magazine the band was so emotional during the recording session they were barely able to finish the track, but it turned out to be a cathartic experience: "Even cutting that song, you can hear it in my voice. You can't really hide that. I don't even know how I got through the recording of that, but I just kept f--king slugging away. It was producer Nick Raskulinecz, our drummer Sean [Kinney], and me in a room, and all of us are crying our f--king eyes out. Sean's having f--king anxiety attacks and I'm f--king just holding onto the mic stands, [trying to] get through the f--king thing. And it was very difficult, even on the writing of that song. There was a huge chunk of grief there I'd been holding on to for a long time - I think we all have. And by writing that song, I kind of puked it out. So that probably triggered a big part of the mourning process that probably didn't happen right at the time Layne passed away. And I think a big part of that, for me, was that I dropped a record right when he died and I had to go on the road, so I was probably carrying a s--tload of stuff around. And probably still will. Like I said, it's never gonna be right."
The collaboration with Elton John was particularly special for Cantrell, who remembers his dad returning home from serving in Korea and giving him the singer's Greatest Hits. It was the first album Cantrell ever owned.