Both this song and Need Your Light's title track were written by Ra Ra Riot vocalist Wes Miles with former Vampire Weekend band member Rostam Batmanglij. Bassist Mathieu Santos explained to Artist Direct:
"Wes went out to L.A. to Rostam's studio to just write together to work on stuff and they didn't know if it was going to be for a Discovery record or if they were going to be songs that they wanted to get other artists to perform. They had no objectives so they came up with a couple of these songs and at the end of the day no one really knew what to do with them. Then I think Rostam suggested that Ra Ra Riot record them, because we all thought that we could do the material justice."