Guitarist Bill Kelliher explained to The Skinny magazine that with this song, "Troy [Sanders, bass/vocals] and I were down at the practice space waiting for everyone else to show up one day. He was playing a couple of the parts he had, then I stuck on my delay pedal and started playing along – we just started building from there. Brent came in and heard us play, we asked him for another part and he says 'OK, here you go' – came up with the next riff. The song fettered out for a few months and we had a bunch of other parts that we chopped out that didn't really serve any purpose really – it was just filler I guess. Once we got in the studio with Brendan [O'Brien, producer] he said 'yeah, just take those parts out – I don't think you need them'. We needed someone to tell us that. Then we rearranged one other section and had a song we were happy with."