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Peart wrote the words about Robbie Whelan, a friend of the band who worked at Le Studio in Quebec and had been on Moving Pictures and Signals. He was killed in a car accident in 1983 while driving to the studio. He had taught Peart cross-country skiing, and the two skied to work. The album is dedicated to his memory.

Lee said the lyrics came first and the music was found to fit them. He wrote most of it on keyboards, bass lines included. Lifeson described a compressed, echoey guitar sound and synthesizer swells from a PPG before the solo. He worked up the solo at home on a Teac Portastudio, one of three songs he developed there in spare time. He has said he thinks of Whelan whenever the band plays the song.

A promotional video ends with Peart sitting silent at his drum kit. The song was released as a single only in Japan, with The Body Electric on the other side. The upload in the hypersongs web is the one on the band's VEVO channel.