This song appeared on Almost Alice, which is the soundtrack of the 2010 motion picture Alice in Wonderland, before featuring later in the year on Plain White T's sixth studio album, The Wonders of the Younger. Frontman Tom Higgenson explained to Alternative Press magazine: "I originally had some boy-girl love song lyrics to this song, but it just didn't feel right. The melodies were so dark and dreamy that I felt it needed more imaginative lyrics. So instead, I turned it into a story about escaping into your own imagination or creating your own little getaway in your mind. I wrote all the lyrics in one night in a hotel bathroom, and I did a quick live recording onto my phone as a demo. The very next day, our label came to us asking if we had any songs that would work for the Alice in Wonderland soundtrack they were putting together. Even though I wrote this song for Wonders of the Younger, it seemed to be a perfect fit, so I played it for the label. A week later, we were in the studio recording it. Luckily, we worked it out so that it could go on both Almost Alice, and our album."