After the release of the band's first album,
Mer de Noms, lead singer
Maynard James Keenan returned to his other band,
Tool in late 2000. While Keenan and guitarist
Billy Howerdel had originally planned on working on material for a second album, which would become
Thirteenth Step, while he was on the road with Tool. The song originates from Howerdel's early sessions for the album, being written shortly after seeing the effects of the
9/11 attacks in September 2001. After Keenan reconvened with the band for the album's final recording sessions over the first half of 2003, tension occurred between Keenan and Howerdel, due to Keenan wanting to rearrange and mellow out many of Howerdel's early sessions recordings such as "Blue". During this time, the song was given lyrics by Keenan, who tied its meaning more into the
Thirteenth Step's
concept of addiction and recovery, with the lyrics being about having to confront the aftermath of a person
overdosing on drugs, especially
heroin usage. Allegory in the lyrics refer to
respiratory depression, resulting in features turning blue from a lack of oxygen,
somnolence (referred to as 'nodding' by recreational users), and
euphoria. ==Release and alternate versions==