An alternate version of the song, titled "By and Down the River", was later released on the band's fourth studio album, Eat the Elephant.

After the release of their third album Emotive, in 2004, A Perfect Circle went into a hiatus while the band's two major creative forces worked on other projects; lead vocalist Maynard James Keenan returned to work with his other bands, Tool and Puscifer, while Billy Howerdel released a solo album, Keep Telling Myself It's Alright under the moniker Ashes Divide.

The song was debuted as far back as June 2011, when the band played it live at their North American Summer tour.

It took awhile to craft it into a proper studio recording that you were gonna be proud enough to release.

[2] The song opens with piano and orchestral chimes, followed by the introduction of Howerdel’s "simple but atmospheric guitar lead",[18] and plays out as a "melodic minor key dirge".

[2] The song builds in volume and intensity over time, with "clanging drums" and "sweltering guitar hooks",[3] "exploding" at its conclusion.

Spin favorably compared the song to Led Zeppelin, calling it a "five-minute Zep-style journey... is naturally moody, featuring what sounds like a gaggle of orchestra chimes and a melody that sounds like Dirty Projectors gone metal raga.