Chris Cornell's girlfriend has left him for another woman and he doesn't know how to deal with it. He tells his ex that her new female lover can be a lot of things - a friend, a lover, a more understanding confidante - but, "She'll never be your man." In reality, Cornell never experienced such a breakup, but he thought it was a unique idea for a song.
He explained in a 2007 interview: "In rock songs and popular music and folk music, there's a lot of songs about relationships and lost relationships - and that's one angle on the subject that hasn't been written about much. There's a perspective that's really unique in the structure of male/female relationships. Men and young men are used to being born and bred on competing with each other. From the time we're little boys, that's what we're taught to do... we're sort of thrown right into it. Some boys take to it better than others. Just the fish-out-of-water desperation of a man realizing he's competing with another woman for the love and affection of a woman, and realizes he can't compete in that world on that level, is something that I've seen happen. I have friends who that's happened to, and it's something that happens all the time but nobody ever really talks about it much in song."