Dave Mustaine reportedly wrote the song in one sitting after learning of the death of former bandmate, Metallica bassist Cliff Burton in September, 1986. According to the CD's booklet, he wrote the lyrics with his bandmate at the time, David Ellefson. Mustaine was quoted in various magazines and Megadeth's Behind the Music as saying the song was inspired by Burton's passing. He claimed that neither James nor Lars informed him of Cliff's accident and he only found out when the band's manager called him. When he heard the news, Dave sat down and cried and then grabbed an acoustic guitar. In one sitting, he wrote the entire song, which is the only song he has ever written in such a way. The lyrics are actually about an ex-girlfriend of Mustaine's named Diana, whom he wrote several songs about. However, the music and feeling of the song were inspired by Cliff Burton.