E Street Band pianist Roy Bittan wrote the music, with Springsteen filling in the lyrics. It was the first Springsteen song he did not write by himself. Bittan also collaborated with Springsteen on "Real World."
This was recorded with Bittan in Springsteen's apartment. After completing the basic tracks, other musicians were brought in to finish the song.
Springsteen alienated many fans by releasing Human Touch and Lucky Town together as separate, full-price albums. They both sold poorly.
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