Songfacts®:

• Songs about being high up in a plane tend to be interpreted as being about drugs (just ask The Byrds). Drugs are certainly a common topic in Queens Of The Stone Age songs, but this one could be about a lady. Nick Oliveri, who sings lead on the track, has said in concert it's for "the girls in the house."
• Josh Homme is the usual singer for Queens Of The Stone Age, but bass player Nick Oliveri took the lead on this one, which they wrote together. They had trouble completing the song for the Rated R album, so they went into "late night mode," trying lots of crazy ideas until they found something that worked.
  
  Instead of playing bass, Oliveri played guitar, and their producer Chris Goss handled bass. Homme ended up playing drums, but not the usual way.
  
  "Josh, we took the drums and he turned them upside down and turned the kick drum on its side so he could hit it with a stick," Oliveri explained in a Songfacts interview. "And the drummer, Nick Lucero, was playing some percussion instrument. We did it live with this really cool, dark-lit setting. I remember it being a magical, cool feeling, and the song wound up making it on to the record."
• According to Oliveri, this song started out sounding very different. "I have some crazy, happy version of it, very uptempo and it wouldn't have made it to the record," he told Songfacts. "Very candy pop-ish. Not bad, but not what we were going for sound-wise."
• Mark Lanegan of the Screaming Trees sang background vocals. Josh Homme called him in to the sessions to work on the song "In The Fade," which he ended up singing lead on. Lanegan ended up singing backup on "Auto Pilot" and "I Think I Lost My Headache" as well.