The Last Place album was influenced by the divorce Grandaddy frontman Jason Lytle was going through. This song contrasts natural beauty with a relationship under strain. Lytle told Mojo: "It's almost like going fishing, when a fish is under the water and you get like a little flash. It's tempting to catch that moment in time when your relationship is so wild and beautiful."
Movie director Michel Gondry played live drums on the Late Registration track, "Diamonds From Sierra Leone." The Eternal Sunshine of The Spotless Mind filmmaker happened to be in the studio on a day when producer Jon Brion was setting up a drum kit