Hole guitarist Eric Erlandson penned this song with frontwoman Courtney Love. He told Mojo magazine that it was written in the studio after the band had recorded most of the other material for Celebrity Skin. "I went to the lounge and began playing around with a riff, Courtney heard it and the song was born," he recalled. "We laid down a demo guitar part and a scratch vocal which was just right. (Producer, Michael) Beinhorn made me re-do the guitar parts using a million different guitars, but funnily enough we ended up using the original on the record."