The song was written by the band's lead singer, Bernard Fanning, following a night he spent drinking with bassist John Collins towards the end of the recording phase of "Dream Days at the Hotel Existence". The song was written by Fanning on guitar, but he later wrote the main riff on piano, which was then converted into a lead guitar riff performed by Ian Haug. The guitars for the song are all tuned down one step; while the guitar finger positioning is played as though in the key of C major, the detuning brings the key of the song down to Bb, with the song leading off with Bb's relative minor, G minor. During the recording phase, Fanning suggested "softening" the main riff by returning it to the piano, and even recorded this concept; however this piano version did not end up in the final album mix, nor was it included as a B-side on the single.