After the birth of her only child, Lucia, former 10,000 Maniacs singer Natalie Merchant began researching, writing and recording Leave Your Sleep, a 26-track collection of music adapted from 19th and 20th century British and American poetry about childhood. "I've also been really intrigued about setting other people's words to music, rather than my own," Merchant told Billboard magazine. She added that the project began as a "lullaby record" and slowly transitioned into an album about childhood in general. "At that point my kid was already 5 years old and was asking questions like, 'What happens when we die?'" she said. "I wanted to be able to answer those questions musically."

Merchant's previous solo release was 2003's low-key set of folk covers, The House Carpenter's Daughter. Her last proper solo album was 2001's Motherland.

The song is derived from a poem by Victorian Catholic Gerard Manley Hopkins. Merchant recalled to The Sunday Times March 28th, 2010: "The first time I read it, it made me cry and I didn't know why. It really touched my core."
Merchant added that when she read a letter from Hopkins to his friend Robert Bridges suggesting that Spring and Fall "'deserves a plainsong melody,' it felt like he was reaching out to me through time and space. He died [just before he turned] 45. I've just turned 46."

This poem about autumnal destruction on the face of it doesn't appear to be the sort of thing you would expect to appeal to a small child. However, Merchant told The Sunday Times: "Lucia sat with me in the car the other day, talking about Spring and Fall and all the people she knew who had passed away."

The song has an orchestral arrangement by Nick Wollage, George Martin's protégé.