Beck recorded the majority of his Morning Phase album in his hometown of Los Angeles over the space of three days at the beginning of 2013. He utilized familiar studio and touring musicians guitarist Smokey Hormel, bassist Justin Meldal-Johnsen, keyboard player Roger Joseph Manning Jr. and drummer Joey Waronker. Beck told Rolling Stone that he then spent close to half a year on his own, "figuring it all out, how to make all of the parts work."
This loping country rocker was one of the fruits of those LA sessions. Beck told The Sun: "Some of the songs were done pretty quick and as live – like 'Say Goodbye.' which I'm making up the melody as you hear it."