Yes drummer Alan White wrote the passage at the beginning of this song, and lead singer Jon Anderson
contributed some lyrics, but the song was primarily composed by Trevor Rabin, a South African songwriter/guitarist/producer who serendipitously became a member of Yes in 1982 when he teamed up with White and Chris Squire
to form a band called Cinema. When they added Anderson to the lineup, they considered it a re-formed Yes, as White, Squire and Anderson were all former members. Rabin, however, had laid the foundation for many of the songs, including this one.
"The lyric I wrote in a very depressed time," he told Tim Morse in 1995. "I had just moved to America and had these thoughts of doing wonderful things. I was with Geffen Records on a development deal and they just wanted me to form a Rock n' Roll band and I was really trying to do something different. In a meeting I went to they played Foreigner to me and they said, 'You've got to start writing stuff more like Foreigner.' I said, 'I'm not going to, but thanks anyway.' I thought, 'I'm going through all these changes, it's very strange. And consequently I think that's when that song started coming to me. It's kind of a melancholy song."