Cornell said that he wrote the song in about 15 minutes. He used a Gretsch guitar to write the song, and commented, "I wrote the song thinking the band wouldn't like it—then it became the biggest hit of the summer." Cornell came up with the song while using a Leslie speaker. Guitarist Kim Thayil said that the Leslie model 16 speaker was perfect for the song as "it's very Beatlesque and has a distinctive sound. It ended up changing the song completely." Thayil said that the song "wasn't safe as milk, but it wasn't glass in someone's eye either. It was the spoonful of sugar that helps the medicine go down. Now it's the 'Dream On' of our set." The song was performed in drop D tuning. Drummer Matt Cameron called the song "a huge departure". Credit is due to Michael Beinhorn and Brendan O'Brien, producer and recording engineer, respectively.