Frontman Chris Cornell explained the song's dark subject matter. "It was sort of lyrically kind of inspired by being a father and having children and having that stress," he said. "You know, that stress about you don't want to see them lose their innocence; in a way that when children lose their innocence and sort of learn about the real world it's never a good thing - it's always because of loss, something bad happens, something they weren't expecting."
"The Way" by Fastball was inspired by the story of an elderly couple from Texas who drove to a nearby family reunion and kept going. Fastball's bass player imagined them taking off and having fun like they were young. The story didn't end well: the couple was later found dead after they crashed in a canyon.