Co-singer/guitarist Ed Droste told Drowned In Sound: "This is perhaps the most collaborative song on the album. Started as a piano demo, then became full band, then Dan (Rossen-co singer/guitarist) added an intro and chorus, then we turned the final phrasing of 'I can't get out of what I'm into with you' on it's head and had it be a bit more uplifting instead of the original sadness that the song carried."
Rossen added: "Bear (drummer Chris Bear) had originally done this song on piano with Ed, and it was very sombre and beautiful with a completely different set of darker chords. I, for some reason, decided to flip it around, do it on guitar and make the whole chord progression much happier, removing most of the minor chords. I still really love the original though."
Two tears roll down Sinead O'Connor's face. toward the end of the video for "Nothing Compares 2 U." They were shed because she associated the song's lyrics of love and loss with her mother, who was killed in a car accident in 1985.