Frontman and songwriter Michael Angelakos told NME about this slice of white boy soul: "That's a song about alcohol-induced paranoia, and how that affects people around you, just watching those crumbling relationships."

Swedish female vocal trio Erato add melodic layers to Angelakos' vocals on this and other Gossamer songs. The Passion Pit frontman first came across the girl group after his fiancée sent him a link of them singing Robyn's "Call Your Girlfriend." "It was amazing," he told Pitchfork. "We got in contact with them, and they had never done anything like this; they were totally new to it. They pumped through a bunch of things in three days, including the intro to the album."

The song's music video was directed by Dori Oskowitz (Kesha's "Take It Off") and features actor and director Peter Bogdanovich. Model and actress Analeigh Tipton (Crazy, Stupid, Love) fashion designer and actress Taryn Manning (Crossroads) and actor Roger Guenveur Smith (American Gangster) also make appearances in the clip.