Speaking to Tim McMahan, Bright Eyes songwriter Conor Oberst said that "Like most songs, it's a composite sketch, a drawing from a lot of different experiences. Some my own experiences and some from people close to me, stories I heard that affected me and entered my subconscious to find a place in a song."
The song discusses an abortion, using more straightforward lyrics than Oberst is generally prone to. Lines like "Since the operation I heard you're breathing for one" both make the subject explicit and add some thematic depth to the song - ostensibly, the lyric could also be referring to the mother falling out of love with the father of the unborn child thanks to the stress of the procedure.
Lime Tree closed Bright Eye's 2007 release, Cassadega, and was notably downbeat on a record noted for it's rollicking, adventurous sound. While much of the music on the album moved into uncharted musical territory for the band, Lime Tree's sound had come critics comparing it to previous work by the band, including "Lua" from 2005's I'm Wide Awake, It's Morning.