Speaking with the Los Angeles Times, Del Rey explained that she visualizes as well as hears the songs that she writes. Regarding this one, she said: "The title lends itself to a visual of shadows of men passing by, this girl's eyes, her face. I can definitely see things."
Del Rey said that she especially loves the song's a cappella beginning. "Reminds me of what Les Baxter would've had as a bonus track on (1961 album) Jewels of the Sea," she said.
The song title appears to nod towards Bob Crewe's 1966 instrumental single "Music To Watch Girls By." Andy Williams recorded a version with vocals that was a hit the following year.
His keyboard work helped define the Muscle Shoals sound and make him an integral part of many Neil Young recordings. Spooner is also an accomplished songwriter, whose hits include "I'm Your Puppet" and "Cry Like A Baby."