This was the second song written for the album. Guitarist Ryan Ross, bassist Jon Walker and frontman Brendon Urie wrote it in Ross' backyard one night. Walker recalled to VH1: "We were happy about writing 'Nine In The Afternoon
' so we decided to celebrate. We were out in Ryan's backyard. It was 80 degrees and our shirts were off. We were hanging out and playing guitar. We played that guitar chord for about three minutes, and we started looking around and it was kind of like a little story. The way we wrote it is a little bit like a nursery rhyme."