Jenny Lewis wrote this song about a bout of insomnia that brought her to breaking point. "I had a meltdown, It's true," she told The Sun. "I couldn't speak and after two days lost my mind from sleep deprivation and then I spiraled about."
"It was hard. I wasn't myself," she continued. "I was hypnotized as sleeping pills had the opposite effect on me and kept me awake at night. And I had counseling, but I didn't want any drugs. Now I'm older, I believe you have to deal with things, and not take pills."
"'Head Underwater' is a song where I'm talking about this," Lewis concluded. "It's for any people who go through the same struggle with sleep."