This song came to life at Lynch's house, where he had a little area he used as a studio. He and Pilson hashed out the song one night, and when Pilson left, Lynch worked through the night on the track. In our interview with Lynch
, he told the story: "I had a melody in my head for the chorus. So I got my s--tty little plastic mic and plugged it into an Octavider and some echo, into a Fostex 4-track cassette recorder, and I recorded it.
The sun was coming up, and I was singing really low, because I didn't have a lot of range. I'm a lousy singer, and I put all these effects on there - I put an Octavider and delay. I basically put all my effects on the mic! I wish I still had that recording."