Kurt Cobain wrote this when he was first starting to more deeply explore his songwriting talent, and he had begun to write about the people around him. The original version was recorded at Smart Studios with Butch Vig
, and it was the most complex song of the session: it began under the title "Immodium" - named after a friend's diarrhea medicine, yet there is very little in the version recorded at Smart to connect it with the medicine. Kurt instead used the title to suggest the running-on of the mouth. It was much more complex than much of Nirvana's early material, each chorus beginning and ending with the line "she said," implying that the song was meant to capture spoken dialogue, which is often overlooked.