Frontman Will Sheff told Spinner how this song pointed the way for Okkervil River's sixth album, I Am Very Far. He explained: "I had a dream one night when I dreamed up all this music and it was set to a film and I woke up and I thought, 'That's got to be the direction of the new record.' This image that I had in my head and the feeling of it, this certain emotion that was associated with it, and it came to me in a sentence what the record meant. I held on to that in my mind for a really long time."
Sheff recalled the recording of the song to Spin magazine: "This is a song we cut right after the huge-band sessions. Everyone was really tired and worn out, and we let all the extra players go and just stripped the band down to its smaller lineup and bashed up a small and kind of humble arrangement for this one. This song started out as a long, somewhat blustery narrative in waltz time, really slow and meandering. Just for fun I started cutting parts out of it and I found I still liked the song as much as before, so I started hacking it down pretty unsentimentally after I figured that out. I also decided to change the time signature of the song and put it into 4/4, to give it more of a groove."
The song features a woodwind section, which gives it a pastoral feel. Sheff told Spin magazine: "Woodwinds have always reminded me of those really morbidly sentimental '80s kids' cartoons with songs by America or Art Garfunkel - Watership Down: stuff like that. This sort of otherwordly, maudlin mixture of innocence and doom."
The song "Sadeness" by Enigma (the one with the chanting monks), got its name from the French novelist Marquis de Sade, who believed sex had to be painful in order to be pleasurable - thus the word "sadism."
Bruce Springsteen wrote "Blinded By The Light," which was a #1 hit for Manfred Mann's Earth Band. The "Madman Drummers" line is a reference to Springsteen's first E-Street drummer, Vinnie "Mad dog" Lopez.