"Falling Down" was originally recorded as "Sunlight on Your Skin" during a London studio session between Atlanta singer-songwriter iLoveMakonnen and New York emo hip-hop artist Lil Peep as part of a collaboration project. Lil Peep died in November 2017 as a result of an accidental drug overdose, leaving the project unfinished.
When iLoveMakonnen uploaded the incomplete song to YouTube, XXXTentacion heard it and contacted the Atlanta singer-songwriter asking if he could jump on the tune. XXXTentacion then recorded verses, which serve as a tribute to Lil Peep, over Makonnen's original ones.
After XXXTentacion was killed in June 2018 in Florida, iLoveMakonnen released the track featuring the two late rappers. XXX was generally considered a controversial figure within the hip-hop industry due to various run ins with the law and other scandals. According to Lil Peep's mother, the decision to drop the track was Makonnen's alone and many of the late New Yorker's close friends and family members were upset at the song's new feature.
Lil Peep and XXXTentacion didn't work together during their lifetimes, but the song includes audio taken from one of XXX's last studio sessions, featuring him expressing his regret that they never met.
The chorus is retained from "Sunlight on Your Skin," with XXXTentacion replacing iLoveMakonnen.
Come, let's watch the rain as it's falling down
Sunlight on your skin when I'm not around
When iLoveMakonnen and Lil Peep originally recorded the song in London, it was pouring rain outside.