Time spent in a claustrophobic tour bus provided inspiration for this song. Speaking with Spin
, Chris Cornell said that he came up with the idea for this song while the band was on tour in Europe. "I have a vivid memory of staring out the window, looking at the countryside, and feeling pent-up," he explained. "I never wrote any of the words down, but I somehow remembered them. When we finished the tour and Soundgarden returned home to Seattle, I picked up a guitar and tried to come up with music that I felt matched the essence of that song. I wanted to create this hillbilly Black Sabbath crossover that I'd never heard before. I thought that would be cool and possible. I thought, 'If anyone can do it, Soundgarden can do it.' I was listening to a lot of Tom Waits at the time, and I wondered how Soundgarden could approach similar imagery and I wondered what the music would sound like. 'Rusty Cage' is what I came up with."