Apple recorded this song with producer Jon Brion around 2002 after he convinced her to start work on her third album, Extraordinary Machine
. Along with the title track
, it is one of two songs from these sessions that made the album when it was finally released in 2005. Apple felt she didn't have enough time to form an intention for the album, so even though she liked the versions of the songs she recorded with Brion, something was off. She ended up restarting the sessions with producers Mike Elizondo and Brian Kehew, finally arriving at the finished product.