The song originated with the four band members sitting around in the studio, waiting for something to get fixed. Corgan started playing the riff, and as they all liked it, he went home and wrote the melody and some of the lyrical content.
"The next day," Corgan recalled to Music Radar. "I played it for Nicole (Fiorentino, bass) on acoustic guitar, and she almost started crying. She said, 'God, that's so beautiful.' And I was like, 'OK - that works for me!' [laughs] Heartache never gets old.
Within a few days we were tracking it," he continued. "Somewhere along the way, I bought one of those old guitar synths – I think it's the first Roland one. It's the one where you don't need the special pickup; you just plug straight in. It tracks semi-poorly, but that's part of the sound."