In early 1995, LA producer Jimmy Boyle recruited Dave Navarro and Flea of Red Hot Chili Peppers to play guitar and bass guitar, respectively. According to Navarro, "There were no guide tracks, we just had the vocal to work from... and we basically jammed until we found something we were both happy with. Alanis was happy too." Flea said, "When I first heard the track, it had a different bassist and guitarist on it; I listened to the bass line and thought, ‘That’s some weak shit!’ It was no flash and no smash! But the vocal was strong, so I just tried to play something good."