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."