This song began during a jam session, with a "circus" melody on guitar that quickly evolved into a full band effort. Axl Rose, listening from upstairs, was inspired to write lyrics, basing them on his girlfriend at the time. He sought to capture a heartfelt feeling, with Lynyrd Skynyrd serving as an inspiration for the emotional depth. The song, from the band's debut album Appetite for Destruction, later gained a breakdown at the end, with Rose's spontaneous question "Where do we go now?" becoming a key part of the lyrics. It plays like a tender, yet powerful, expression of deep affection.