This song has its origins in guitarist Peter Buck's efforts to try learn to play the mandolin. When he played back recordings of his first attempts, he heard the riff and thought it might make a good basis for a song. Explaining how the song came together musically, Buck told Guitar School
in 1991: "I started it on mandolin and came up with the riff and chorus. The verses are the kinds of things R.E.M. uses a lot, going from one minor to another, kind of like those 'Driver 8
' chords. You can't really say anything bad about E minor, A minor, D, and G – I mean, they're just good chords.
We then worked it up in the studio – it was written with electric bass, drums, and mandolin. So it had a hollow feel to it. There's absolutely no midrange on it, just low end and high end, because Mike usually stayed pretty low on the bass. This was when we decided we'd get Peter (Holsapple) to record with us, and he played live acoustic guitar on this one. It was really cool: Peter and I would be in our little booth, sweating away, and Bill and Mike would be out there in the other room going at it. It just had a really magical feel.
And I'm proud to say every bit of mandolin on the record was recorded live – I did no overdubbing. If you listen closely, on one of the verses there's a place where I muffled it, and I thought, well, I can't go back and punch it up, because it's supposed to be a live track. That was the whole idea."