Songfacts®:

• One of the earliest Soundgarden songs, this was released as their second single and included on Ultramega OK, which was their only album released on the independent label SST (making Soundgarden a true "Indie Band" at the time).
  
  The song was composed by their guitarist Kim Thayil, with lyrics added by lead singer Chris Cornell. In our interview with Thayil, he explained that in their early years, Cornell would often have lyrics written, which he would then match to tracks he thought would work with them.
• The song is about a beautiful young girl who suddenly finds herself old and gray. Chris Cornell uses "vain" and "veins" to imply that vanity and drug abuse led to her demise, as at the end of the song the flowers hit her grave.
• Kim Thayil used an interesting technique to create the unusual opening sounds. He put his guitar right next to the amplifier and blew across the strings in time with the drums. This produced a sitar-like effect that Thayil later used in other songs.