Laura "LP" Pergolizzi wrote this song about an attempt at an open relationship with her then girlfriend at a time when she was the first person the singer hadn't cheated on. "I think almost anyone is capable of cheating, and you just have to decide," she shrugged to The Independent. "Having cheated before, it made me understand how damaging it is. I hurt myself a lot from cheating, not least because I realized in that moment that if I could love someone and cheat on them, the same could happen to me, so I've had that kicking around in my head for the rest of my life."
"I think she [her ex girlfriend] wasn't being honest with herself – she made out like she was very spiritual and stuff," LP continued. "But I think it's arrogant to think you are above f---ing up like that. So I was almost trying to shake her, like I'm lonely for you and I'm sleeping right next to you. I found myself missing her while we were right next to one another."
Movie director Michel Gondry played live drums on the Late Registration track, "Diamonds From Sierra Leone." The Eternal Sunshine of The Spotless Mind filmmaker happened to be in the studio on a day when producer Jon Brion was setting up a drum kit