This is one of several songs on Intriguer that were first played at a gig at The Leigh Sawmil, north of Auckland in February 2008. The original version was, according to Neil Finn, "more complex and mysterious," but it was worked over on the road then deconstructed back to a more simple form in the last week of recording. He explained on the band's website: "I am inclined to circle the songs, looking for any bit of advantage I can find, a verse, a chord or a word to change. It's sometimes unsettling for the band but it's my way and I'm sticking to it."
Offbeat L.A. producer and multi-instrumentalist Jon Brion (Kanye West, Spoon) added layers of sampled voices and mashed up guitar to this track.