This is a cover by Black Francis of a track originally recorded by The Flying Burrito Brothers on their 1969 debut album, The Gilded Palace of Sin. Francis explained to Rolling Stone why he decided to record his own rocked up version: "I forced Pete Yorn to record that for a session of his that I was working on. He did a fine, tender version of it. I realized at the time that the obsession with that song was my own obsession and that I need to do it myself. I didn't want to do another country rock version of it so we just changed the tempo - you know, the whole 'let's give it the Velvet Underground, indie-rock treatment.' A lot of eighth and sixteenth notes. I'm pleased with the Velvet Underground treatment."
Movie director Michel Gondry played live drums on the Late Registration track, "Diamonds From Sierra Leone." The Eternal Sunshine of The Spotless Mind filmmaker happened to be in the studio on a day when producer Jon Brion was setting up a drum kit