Roth discarded Ballard's sketch lyrics and wrote his own, and denied the suggestion to get help from songwriter Desmond Child. In June 1996, Roth arrived at 5150 Studios with Eddie without the guitarist having warned band members Michael Anthony and Alex Van Halen about the singer's return. Eddie Van Halen's guitar playing on the song features a whammy bar that raises and lowers chords while still keeping them in tune. This effect was achieved by recording with a modified Peavey Wolfgang signature model, featuring a TransTrem tremolo system.