During a jam session at the band’s house in the Sunset Strip, drummer Steven Adler and Slash were warming up and Slash began to play a “circus” melody while making faces at Adler. Rhythm guitarist Izzy Stradlin asked Slash to play it again. Stradlin came up with some chords, Duff McKagan created a bassline and Adler planned a beat. In his autobiography, Slash said “within an hour my guitar exercise had become something else”. Lead singer Axl Rose was listening to the musicians upstairs in his room and was inspired to write lyrics, which he completed by the following afternoon. He based it on his girlfriend Erin Everly, and declared that Lynyrd Skynyrd served as an inspiration “to make sure that we’d got that heartfelt feeling”. On the next composing session in Burbank, the band added a bridge and a guitar solo.

When the band recorded demos with producer Spencer Proffer, he suggested adding a breakdown at the song’s end. The musicians agreed, but were not sure what to do. Listening to the demo in a loop, Rose started saying to himself, “Where do we go? Where do we go now?” and Proffer suggested that he sing that. An alternate version featuring half a live version, half a newly recorded 1999 version plays during the credits of the movie “Big Daddy”.

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