This Backspacer track was inspired by an album-cover photo from a record by electric blues guitarist Johnny "Guitar" Watson that was pasted over a men's room urinal. Pearl Jam frontman Eddie Vedder told the Toronto Globe and Mail "It's actually not the first time we've got our inspiration from something on a bathroom wall. It's a made-up story about a kid falling in love with a girl on a record cover. I imagine that must have happened a few times."
This Elvis Costello-like number was co-written by guitarist Stone Gossard and drummer Matt Cameron. Gossard commented to Billboard magazine that it, "is almost an homage to Elvis Costello in terms of Ed's phrasing. That's another Matt Cameron song with a crazy beat, but Ed glues it together with his vocal melody. It never feels uncomfortable, because he winds this story all the way through it. He doesn't let you think too much about the odd time signature. He found the right path to make it not too complex."