Ritter penned this song when he was "in the teeth of it all." He recalled to MSN CA
: " I had a real terrible time sleeping. The doctor gave me sleeping pills, which were the worst experiences I ever had in terms of sleeping. The nightmares were so vivid, and so terrifying. They were so unexpected. I was having so much trouble sleeping to begin with. I stopped taking them immediately. You couldn't pay me to take those things again. They were the worst."
Ritter added that "there was something about that melody that was pretty and really sweet. I like counter posing really graphic, hallucinogenic images being it. It felt like a tension in the song. That was really fun. People might drift into the melody, then hear about these nightmares down in hell."