The Gaslight Anthem vocalist and songwriter Brian Fallon was inspired to write this song after attending a solo show by Soundgarden singer and rhythm guitarist Chris Cornell. He explained to Artist Direct
: "I went to see one of Chris Cornell's solo acoustic shows at the Count Basie Theater in Red Bank, NJ. I saw his name on the marquee, and I was like, 'I've got to go!' I got in, and he was awesome. He was really on fire! He just killed it. When I got home, I was really buzzed on the whole vibe of his show. I used some Soundgarden-style weird chords I saw him play that I never really learned before. I watched his hands and thought, 'Look at that chord! I wonder if it would sound good with these chords I normally use.' It was a cool growing thing. That song came out really quickly in about 20 minutes. It was a good stride."