The video was shot in Salt Lake City on June 4, 1991 at the Donny & Marie Osmond sound stages.
The band wanted their girlfriends to appear on the video, but director Paul Rachman didn't want to do a "cheesy rock chick" video. Local girls from Salt Lake City were cast to play the girlfriends in the video. None of the members' girlfriends at the time appeared on this video.
The video went through several cuts because director Paul Rachman kept arguing with Columbia Records. Rachman's cut of the video began airing on MTV in July 1991 and was featured on Alice in Chains' home video release Alice in Chains: Live Facelift (1991), but Columbia took some of his footage and gave it to another director, who added new black and white material he shot later. The second version of "Sea of Sorrow" directed by Martyn Atkins began airing on MTV in September 1991.