Written and sung by Mudcrutch founding member Tom Petty, this somber ballad was released as a single from the band's second full-length album Mutcrutch 2. The CD was released on May 20, 2016.

The moody black-and-white video was directed by actor Sean Penn with Samuel Bayer, the man behind Nirvana's clip for "Smells Like Teen Spirit." The visual stars Welsh actor Anthony Hopkins, who portrays a man reminiscing about his childhood as he drives through different areas of Los Angeles, including Sunset Boulevard and downtown's Skid Row.

Tom Petty fan Sean Penn told Rolling Stone he heard 2 shortly before its release and was particularly taken with this song. Penn and Bayer shot the video in one day, opting for a minimal setup. "It's always a little tricky down there," Penn said. "But we kept a very small footprint so we weren't dragging a bunch of huge equipment around."

The two directors wanted to keep the music in the spotlight. "The song made such an impression on me," said Penn. "So much of it was going to be about what the actor was holding in his head. I didn't want to even articulate the story so much. I had a little backstory for myself, but I just wanted to shoot this in the way that wouldn't bury the song."

Speaking about working with Oscar-winning actor Anthony Hopkins, Penn said: "He's just an artist for art's sake, and he liked the idea of doing it and jumping in. I just asked him and he said yes. It's that simple."