This is a duet between Jenny Lewis and Elvis Costello. Lewis said of this song in The Sun newspaper September 14, 2008: "This is a song about the treachery of womankind. I should know and Mr. Costello clearly agrees."

A carpetbagger was a derogatory name given by Southerners to the entrepreneurs and politicians from the North who moved to Southern states between 1865 and 1877 after the American Civil War. With the votes of newly enfranchised blacks and some local white people, they won posts in state governments, but were resented by many white Southerners as outsiders and opportunists. They were so called because they were supposed to own no property but what they carried in their travel carpetbags, or knapsacks. A carpetbagger thus came to mean a corrupt outsider who profits from an area's political instability, particularly a politician who runs for office in a place to which he previously had no connection. they were supposed to own no property but what they carried in their travel carpetbags, or knapsacks. In Harold Robbins best-selling 1961 novel The Carpetbaggers, the term has the generic meaning of someone (in the case of the book, a movie mogul) who enters a new territory seeking success.

Jenny Lewis hooked up with Costello after she sent him a clip of herself, her manager/boyfriend Jonathan Rice and a puppet singing this song. She told Q magazine January 2008: "He liked the song but the puppet needed work."

Jenny Lewis told Rolling Stone that Costello was the consummate pro. She recalled: "He rolled into the studio and hit the notes right away." The former child actress added that this song was originally written as a country duet and was, "meant to be sung in a low, Johnny Cash delivery - but Elvis said, 'No, I want to do it like this,' and he changed the intention of the song, made it less Country and more urgent-sounding, which I think it needed."