Best known as keyboardist and founding member of Tom Petty and the Heartbreakers, Benmont Tench recruited the band's frontman to play on this song. He told American Songwriter: "I knew Tom [Petty] would enjoy playing on it. I enjoy the way he plays bass because he's the bass player in Mudcrutch. So I thought, 'Hey, let's see if Tom wants to play bass on this,' but because of the way he plays bass, and not because it's Tom."
In addition to Petty, Tench recruited many of his musician pals to play on the album - Ringo Starr and Gillian Welch among them. In our interview with Tench, he called recording the album "the most joyous 11-day period of my life."