After years of heavy touring in support of their breakthrough 1991 album, Fear
, Toad The Wet Sprocket returned to the studio to record the follow-up, Dulcinea
. "Fall Down," which became the lead single, was already waiting for them in the wings. Frontman Glen Phillips and guitarist Todd Nichols wrote it a few years earlier about a former classmate who attended the same California high school where the band met. Phillips told Songfacts the story in a 2022 interview
"That was an early one, and loosely based on a woman - a girl at the time - in high school, who was rebelling against and living out people's worst expectations of her. I think when you're misunderstood there's an urge sometimes to self-destruct as a form of rebellion. So, watching that happen and thinking about it."