This is one of several tracks on Bacharach's At This Time album to feature drum and bass loops from hip-hop super producer Dr. Dre, the man behind many of Eminem and 50 Cent's cuts. Bacharach met Dre in an LA studio. "He gave me some drum loops, bass patterns and said, 'Play with it, see what you come up with,' " the legendary songwriter recalled to The Daily Telegraph October 20, 2005. "It was a very interesting format for me structurally, to have the confinement of a four-bar loop. Harmonically, the challenge is thrown down - can you write a verse and chorus over the same four bars? Get those jagged strings, work over the bassline, there's a lot of polytonal, dissonant writing in there, it's passionate, it's got an energy."