This was written at guitarist Ryan Ross' house. It was the last song that the band wrote before they went into the studio. Ross recalled to VH1: "Jon (bassist Jon Walker) and I were playing guitar. Spence (drummer Spencer Smith) just grabbed the lyrics - they were just for whatever, not for anything we were playing. He just came up with a melody for this thing. We ended up writing most of the song that night, at least the basic idea. I think that's the most experimental song on the album because there's no chorus. It's two different songs put together."