This is the first single from the Austin, Texas, folk rockers Okkervil River's sixth album, I Am Very Far. The band debuted the song in January 2011 on Late Night With Jimmy Fallon.
Frontman Will Sheff recalled the recording of the song to Spin magazine: "This arrangement has a lot of twists and turns and sudden stops in it. I remember that during the 12-hour recording session for this one I started having this vision of myself as a rat running down a maze, having to turn right, then left, then right, then hit a button with my nose, everything at the exact right moment or I would ruin the whole song for everybody."
During an interview with Spinner, bassist Pat Pestorius likened the recording of the song to "assembling a machine." He explained: "Like in the morning, here's this wheel and this gear, and how do they sit physically. Here's the guitar brigade, and the bass brigade and the pianos, all that push and pull on the gears and the mechanisms, and then pour the fuel in and see if it works. Recalibrate, recalibrate, all the while wearing funny hats. It was this mechanistic jumble. And then by 5 o'clock it's running, and by 8 o'clock it's really cooking."
Sheff continued: "We finished it about 1 a.m. It does really feel like a machine. There's something really fascist about it. There's people completely sublimating their personalities to play this brutally aggressive thing; "I have to completely wipe my brain of my own individuality to play this part exactly in unison."
Pestorius concluded: "We used terms that don't exist, like 'linger,' 'half-linger.' The whole arrangement was given these made-up terms. I had a boom stand turned sideways with the song on a big poster board with different notes and arrows drawn around, because otherwise it was hard to keep track of where the arrangement was going, things were shrinking and expanding."
Okkervil River took their name from a short story by the Russian author Tatyana Tolstaya about a bureaucrat's obsession with a chanteuse. It is also a name of a river in St. Petersburg.