"[3] Bassist Robert DeLeo brought in a song he had been working on when Stone Temple Pilots convened at Cole Rehearsal Studios in Hollywood, California, in March 1992.

His brother, guitarist Dean DeLeo, said, "We were in Atlanta touring Core, and Robert was playing around with the chords and the melody in a hotel room.

[4] Stone Temple Pilots recorded the song during sessions for Purple at the Southern Tracks studio in Atlanta, Georgia.

[2] In an interview in 2019 bassist Robert DeLeo said that the composition had initially been a Bossa nova style song that he played on a cheap nylon string guitar during touring.

"I imagined what was going through her mind when I wrote, 'Waiting on a Sunday afternoon for what I read between the lines, your lies, feelin' like a hand in rusted shame, so do you laugh or does it cry?