Thomas Mars told the story of the song to Artist Direct
: "That one started with a very simple theme that was really light," he said. "The few lyrics attached to that song were like a collage. All of these words were glued to that song. They made it more complex and interesting to us. We had a song on our first record that seemed up-tempo and fun, but the lyrics were pretty sad and there was something else to it. In that way, those songs are pretty similar in the way we wrote them."