Billboard magazine asked Dave Matthews if this is a "straight up love song." He replied: "Absolutely. [Lyrically] what this person is doing is a confession of all his sins, of everything that's wrong with him, whether it's alcoholism or whatever excess it is, or whether it's poverty. At the end, he finishes off remembering how much he loves this lady. I like that song a lot, I really like the way it bounces."
Matthews told Billboard that the banjo that can be heard on this song was played by "a friend of ours, Danny Barnes, he came out and played on a few tunes. He played on that and 'Cockadile' and also on 'Skworm.'"
Matthews told Acoustic Guitar magazine about the challenge of recording the track: "I had to learn to be able to sing and play at the same time so I learned how to talk over it while I play it. I like songs where it's more like a puzzle, rather than everyone's going, you know, [strums guitar]. Which is great, I mean people that can do that and really pull it off, and there's a lot of them, that’s awesome - but I love, you know, when you watch those guys in the little cars in the parades, the Shriners or whatever they are. I find them impressive. Or synchronized swimming, people that can fall together, acrobats or circus freaks. So a tiny musical version of that is fun for us. That also keeps it interesting while we’re up there so we’re not having to kill ourselves trying to remain interested."