This is the first single from Break Up, a collaborative album between singer-songwriter Pete Yorn and actress/singer Scarlett Johansson.
Yorn told Billboard magazine that the idea for making the album came in a flash of inspiration after an afternoon nap. He explained that "after I kind of dozed off one afternoon for a few minutes, I just woke up and my heart was racing and I had this thing in my head... 'I have to do a duets album, a guy-girl album.' It just popped into my head. I wasn't dreaming about Scarlett Johansson or anything like that. I was really into 'Bonnie & Clyde' at the time, by Serge (Gainsbourg) and Brigitte (Bardot), and I thought, 'Brigitte...Scarlett! She's Brigitte!' It was a really manic thought pattern that was going on. Within 10 minutes, I was texting Scarlett, 'We have to make a record!'"
Yorn recorded Break Up with producer Sunny Levine during February of 2007, at Levine's garage studio in Los Angeles. He invited Johansson, who is a friend, to come in for a couple of days. At this point the singer/actress had not yet released Anywhere I Lay My Head, her 2008 collection of Tom Waits songs, so her singing skills were still an unknown quality. However Johansson impressed Yorn with her ability to nail her parts in all nine songs in that short amount of time. "She blew me away with how fast she learned the songs," Yorn recalled to Billboard. "We didn't send her anything before. She just came in and. had a really natural ability to pick up songs fast."
The album charts the end of a stormy relationship. Yorn explained to Billboard that it tells the story of "the demise of a relationship... the place where you first realize it's not going all the way to the end and a little bit of the aftermath and then moving on. Some people, when they make that realization, move quick, but I find with most of us it takes a few years before it's over, so that's kind of what's reflected here."
Yorn told The London Times September 4, 2009 that he does not want to name the ex-partner who inspired much of Break Up. "I have a muse, I won't reveal who she is," he said. "But a lot of the songs are about my experiences with her."
Johansson added that she interprets the album as a commentary on the fragile nature of long-distance love. "That kind of transient relationship is certainly one both Pete and I are familiar with, because we travel a lot for our work and we're away for months at a time," Johansson said. "I took the songs to mean you're away from somebody for a period of time, and you get a different perspective on the relationship, then you see them again and it's really intense."