This was written by Michael Stipe about his late pal, the actor River Phoenix, who died in 1993. The R.E.M. frontman penned the song after flying on a plane from Singapore to San Sebastian, and witnessing a thunderstorm from above. Stipe recalled to Mojo:
"It was orange and lit up the entire sky. Everyone was asleep but me, and (laughs) presumably the pilots. It was seeing that and wanting to share it with my friend River. Realizing that I'll never be able to reach out to him to tell him what it was like."
River Phoenix died of drug-induced heart failure on Halloween 1993, at the age of 23. Michael Stipe sunk into a depression after losing his friend and didn't write anything for close to half a year. He subsequently penned several tunes inspired by the death of his troubled actor pal, which as well as this track also include Monster's "Crush With Eyeliner" and New Adventures in Hi-Fi's lead single "E-Bow the Letter."