This progressive rock track features Taylor Brandt on violin, Zachery Veilleux on piano and Grant McFarland on cello. Guitarist and principal songwriter JB Brubaker told The Alternative Press: "It features a classical interlude that happens to be one of my favorite moments on the album. I really like this song because of its complete lack of structure and how it just rambles on."
Brubaker said regarding the song's meaning: "Lyrically, this song talks about keeping an open mind and not judging other people who are different from you."
Phil Oakey recorded his vocals for "Don't You Want Me" in the studio bathroom. The recording was disrupted by guitarist Jo Callis reaching through an open window from outside to repeatedly flush one of the toilets.