This is a cover of a track from Australian rock group Nick Cave and the Bad Seed's 1992 album, Henry's Dream. It might seem like a puzzling choice for somebody with Groban's fan base, however the singer told Billboard magazine that he's a long-time fan of Cave's, and when producer Rick Rubin suggested he try it out, he went for it. Said Groban: "I trust Rick for a gazillion things, and I certainly trust him for cover songs. We got James Newton Howard to create a sonic atmosphere to represent what the words are. At first, I started off telling him, 'I want Terry Gilliam, I want Baron Munchausen, I want cannons coming through the opera house.' And then I realized that was exactly what we shouldn't be doing; that we should just let the words do the talking. We wound up making it more haunting, and when I went back and listened to it, it moved me."