Songfacts®:

• This tribute to legendary session bass guitarist Carol Kaye is a track from American singer-songwriter Laura Veirs' seventh studio album, July Flames.
• The song is one of several on the album on which My Morning Jacket's Jim James contributes falsetto harmonies. The collaboration came about as a result of Veirs' long-time producer and current beau Tucker Martine's friendship with James. She explained in an interview with the January 2010 edition of Uncut magazine; "Tucker worked with Jim on The Decemberists album and they became fast friends. They have a similar sense of humor, and both grew up listening to '80s Southern Rock."
  
  Veirs added: "It's amazing to be around someone who has that much control over their voice-high, beautiful tones that are very pure, almost like a flute or like harmonics."
• Carol Kaye is one of the most prolific and widely heard bass guitarists in history, having played on an estimated 10,000 recording sessions. Her credits include Ritchie Valens' "La Bamba," several Beach Boys hits including "Good Vibrations," and Simon & Garfunkel's "Homeward Bound." She has also contributed to many film scores by Quincy Jones and Lalo Schifrin.