Frontman Eddie Vedder explained after a MTV Unplugged performance: "This song was a love song I wrote about my surfboard, no [laughs], actually it was about a person I'll hopefully see tomorrow, named Beth."

Vedder was referring to Beth Liebling, to whom he was married from 1994-2000.

Guitarist Stone Gossard told The Line Of Best Fit that this is his favorite track on Ten. He explained: "That probably sums up why I get excited about song writing. It's like open detuning where the first chord's just straight across and it's just two fingers that come on and off to create the whole thing and then it moves down one position and it moves back up. It has a tiny little change in it but it's also got three big movements. What I love about music is aesthetic chords; the simpler the better and then another set that does something to those original chords. It's a really simple arrangement.

We wrote it, we played it and Ed (Vedder) sang it, which is another thing that he does. I'd never seen anyone engage with song writing the same way. Here's the song, let me play it for you. It goes like this. Ok there's a change here, let's do it – and he would sing it. I'd hear the melodies and I'd think OK he's gonna write words or whatever and then I realized later that he actually had written the words right there. I couldn't understand how somebody could do that. Since then I've met a lot of people that can do it so it was an eye opener but he does it better than anyone I've ever seen do it."

Vedder wrote the lyric to this song when he got locked out of the studio. It was a typically rainy day in Seattle when the band was working on this track, and when Vedder went outside to feed a parking meter, he got locked out. Fortunately, he had a pen and paper in his pocket, so he could still work.

"All I could hear was the bass coming through the wall, this window that was boarded up. So I wrote the song to the bass," he told Seattle Sound in 2009.

Bassist Jeff Ament also nominated this as his favorite from Ten. He explained to The Line of Best Fit: "When we recorded it I thought we were pushing the envelope and that there was a lot of other places that we could take the music that we made. I also like the intro and outro music, which was a kind of art project that we did on a day where somebody was sick. That's what I get most excited about, the stuff that's just a little bit outside of our comfort zone. Every record we made has had a little art project index. Somebody would come in with a vision for something crazy or a different way to approach recording or writing or switching instruments. Sometimes they've failed but every once in a while something really good happens which creates a new way to make music together. If we felt like we were pushing out and people responded to that that is success to me."

The Band's re-mixer, Tim Palmer, is credited with playing the fire extinguisher and the pepper shaker on this song. He explained to Guitar World December 2002: "I used the pepper mill as a shaker and used drum sticks on the extinguisher as a sort of bell effect. At about 30 seconds into the song you can hear the pep per shaker on the left and the fire extinguisher on the right. It is all fairly subtle stuff, really. The reason I used those items was purely because we were so far from a music rental shop and necessity became the mother of invention."