The Deftones convened at a warehouse in Sacramento near the end of 1996 to begin work on the follow-up to their debut album, Adrenaline. At first, they were without bassist Chi Cheng, who was down in San Diego, trying to decide whether to leave the band to become a teacher. His absence is reflected in this song's sound. Vocalist Chino Moreno explained to Kerrang:
"We'd come of Adrenaline and I thought Adrenaline sucked. It didn't turn out as great as it could have been. I felt we were way better. So, after touring it and being successful from it, it was like, 'Okay, they're going to give us money to make another record.' Chi wasn't actually there for the first month, so we didn't have a bass player. We wrote a lot of those songs with no bass - that's how hungry we were! A song like Dai The Flu had no bass player. Me and Stephen (Carpenter, guitar) and Abe (Cummingham, drums) wrote the whole song as a three-piece."