The roots of Morning Phase date back to 2005, when Beck went to Nashville to make an album, which he didn't complete. "I recorded a bunch of things real quick," he told Rolling Stone. "Then I thought, 'I need to come back and try this again.'"
For his return visit in 2011, Beck met up with Jack White at his Third Man Records studio and laid down several songs. This tune, along with "Blackbird Chain", and "Country Down," all made it onto the final cut of the disc. "At the end of it, it wasn't quite there," Beck confessed. "But I ended up keeping a few songs."