Songfacts®:

• Staind guitarist Mike Mushok told Artist Direct the jam he recorded from the bridge through the rest of the song was his favorite music moment on Staind. He recalled: "When we were doing 'Failing,' it goes into that breakdown on the bridge, and Johnny (K, bassist) handed me an XLR 3-pin connector. It's basically this little tube. He was like, 'Just make noise, solo, and do whatever you want to do.' It was a lot of fun! That was completely improvised. We had a wah pedal making noises. I did three or four takes and picked what's there. From the bridge to the end of the song, there's soloing and noises going on. That stands out as something I remember really enjoying because we did it right then."