"Pretty Noose" is about something that appears appealing at first but ultimately proves to be a bad idea, returning to cause trouble. Frontman Chris Cornell, who wrote the song, explained it as "an attractively packaged bad idea." The director of the music video interpreted it as a "bad-girlfriend experience," which Cornell agreed with. The song, from the album Down on the Upside, features a distinctive opening wah-wah guitar riff and a drum part that drummer Matt Cameron recorded with a "walking feel" after a long walk to the studio. It captures the feeling of being drawn into something alluring that later reveals its darker side.