This track from Norah Jones' fourth album, The Fall, is a co-write with alternative country/rock singer-songwriter Ryan Adams. Jones told Uncut magazine how it came about: "We've been friends for a few years. We were playing stuff for each other, and I played him a song that I couldn't finish. He finished it for me in 10 minutes! We did it by taking the guitar out, and putting in this crazy organ sample. It's an interesting way of working!"
Jacquire King, a noted producer and engineer who has worked with Kings of Leon, Tom Waits, and Modest Mouse was hired to helm the album, which sees Jones veering in a rockier direction. She explained in press materials. "As far as a producer, I wanted someone who could take me out of my comfort zone and find the right musicians to capture what I wanted to do with this collection of songs. I got in touch with Jacquire initially because he engineered one of my favorite records of all time, Tom Waits' Mule Variations. He was really eager to do it and we got along really well, which was important."
The album isn't Jones' first Tom Waits connection. She recorded his "The Long Way Home" on her second album, Feels Like Home.
Jones explained how this song helped her to set upon the fresh course she wanted on The Fall: "For this album, I wanted to keep my country side away, so I needed to figure out how to make this song work and tie it in with the others. We did it by taking the guitar out, and there was this crazy organ sample and it sounded like a razor blade underneath everything. It was this cool moment where I realized that you can just strip away some of the elements and you can get something totally new."
King arranged for Jones to share the studio with musicians like Joey Waronker (Beck's frequent drummer), James Gadson (Bill Withers), keyboardist James Poyser (Erykah Badu, Al Green), and guitarists Marc Ribot and Smokey Hormel, both of whom featured on Waits' Mule Variations.
Jones told Mojo magazine December 2009 that because of some advice given to her by Ryan Adams, the songs on The Fall are "from my heart and guts." She explained: "He's a very quick writer, and I freeze and feel stupid around people like that. But every time I told him I was trying to write he would say: 'What do you mean trying? Just do it!' He showed me how to stop worrying about writing a follow-up to my last hit and just get on with it."