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The song was written by frontman Chris Cornell. Cornell said that he wrote the song in about 15 minutes. Cornell came up with the song while using a Leslie speaker. Kim Thayil said that the Leslie speaker was perfect for the song as “it’s very Beatlesque and has a distinctive sound.” The song was performed in drop D tuning. Matt Cameron called the song “a huge departure.”
Cornell stated, “It’s just sort of a surreal dreamscape, a weird, play-with-the-title kind of song.” He also said that “lyrically it’s probably the closest to me just playing with words for words’ sake, of anything I’ve written. I guess it worked for a lot of people who heard it, but I have no idea how you’d begin to take that one literally.” In another interview he elaborated further, stating, “It’s funny because hits are usually sort of congruent, sort of an identifiable lyric idea, and that song pretty much had none. The chorus lyric is kind of beautiful and easy to remember.
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