Like a few Bowie songs from the 1990s, this piece was originally a song written to be played by Bowie's hard rock band, Tin Machine to perform live; it was never released on a Tin Machine album. His choice to disband the group to return to a solo career gave him more creative control over his own pieces, and the differences between Tin Machine's version of "You've Been Around" and Bowie's version show a distinct stylistic change and preference. The piece was made more danceworthy, relying more upon the drums and rhythm section than the guitar-based arrangement of the Tin Machine era. Bowie has stated that he personally enjoyed taking Reeves Gabrels' guitar-playing and mixing it deeply into the background instead of having it at the forefront.
Bowie also makes heavy use of a loud, droning noise in the beginning in order to create a sense of ambiguity, so that the song only gradually takes form. The piece also makes use of a backup choir, singing in a gospel style, and features Lester Bowie taking a trumpet solo.
The lyrics are dark, concerning confusion amongst conflicting feelings of passion, violence, anger, and love. A reference to Bowie's signature song from 1971, Changes, is made when the narrator notes that his ominous other has changed him, with Bowie reminiscing about "Ch-ch-ch-ch-ch-ch-change."