Here, Aimee Mann sings about a young person who arrives in Hollywood and fails to find the success he was expecting. The song was inspired by the actor Andrew Garfield, whom the singer met at a party that she'd attended with musician husband Michael Penn. Mann explained to Billboard magazine:
"It was before Spider-Man, and he had just come to Los Angeles and it was clear he did not feel like he fit in. I just had a moment of feeling like 'You know, I kind of worry about this guy!' Because I felt like he is a real artist and very sincere, and I think to be a real artist the way he is, you have to be a very vulnerable person. And I just worry about vulnerable people. It's not necessarily just his town, but in the world of big business, whatever that business is. I mean, he obviously did fine. But I think being famous is very difficult. It's a weird kind of trauma and I think it makes people crazy. If everybody around you is saying you're amazing and all your choices are great, there are no touchstones.
The life of the super-famous has special requirements. It's a very rare person who can withstand it. My guess is that (Garfield) tried to have a career that's a little more artistic and not focused on franchises. But somehow I was inspired to write this story about someone who comes to Hollywood with the promise of being in this big movie, and he's maneuvered out of it.
To me it's almost a bit of a happy ending, because it's like, this was never the place for you anyway. It's not the town for me. And that was influenced a little bit by Nathaniel West and the people who write about Los Angeles in this more noir category (about the city's) creepy underbelly."