Spektor told Entertainment Weekly that this song "happened completely by accident." She explained that Elizondo and her "were basically done with the four songs we'd been working on and Matt Chamberlain (Pearl Jam, Tori Amos), who drummed on all the Elizondo tracks, was still there and he was about to fly off back home, and we just had a couple of hours. They said, 'Let's jam.' And I was thinking, 'I don't f---ing know how to jam!' I only know how to write something, then learn it, then play it. I got all freaked out. Then I remembered I had this song I just wrote. I quickly showed them the song and we recorded it in a few takes. I sat and played keyboard, Mike sat next to me on the couch and played bass and Matt was in the live room on the drums. It just sort of came together. Something happened with that song that makes me really happy. It had this carefree air about it, like I wasn't trying."