Garbage's Steve Marker told MusicRadar.com the story of the song: "It came about because I couldn't sleep for a couple of nights," he said. "I was staying at this really loud apartment in Hollywood, and I got up early one morning in a somewhat psychotic state – and the song was just there."

"I had Pro Tools on my laptop," he added, "so I grabbed an acoustic guitar and banged it out really fast – not the whole thing, but the gist of it. I e-mailed it to everybody else and went back to sleep. It all happened within the space of 20 minutes."

Once they got to the studio, Marker's band mates started developing the song. Butch (Vig) had the idea to make the intro verse a little like the New York band Suicide, using some cheap keyboards," said Marker. "Then it goes into a big guitar thing – that all happened with the four of us together in the studio. For lyrics, I just had a couple of lines; Shirley (Manson) ran with it and fleshed it all out."

The song contains a lyrical sample ("Rage, rage against the dying of the light") from Dylan Thomas' poem Do not go gentle into that good night, which was written for his dying father. Originally published in the journal Botteghe Oscure in 1951, the poem's connotation with death and endings has been much used in film and television, including in the final episodes of both St. Elsewhere and Roseanne.

Manson had been grappling with the death of her mother, which weighed heavily in her lyrics for Not Your Kind Of people. "Mortality is definitely [a theme]," she told Spin magazine. "We're not young bucks coming out with our first record by any stretch of the imagination. The minute you pass a certain mark, mortality starts to wear on you more and more."