The starting point for former Band guitarist Robbie Robertson's fifth studio album, How To Become Clairvoyant, was a writing session with his friend Eric Clapton, which yielded three songs, including this instrumental. Robertson told Spinner how their collaboration came about: "It started out with Eric Clapton and I just hanging out and kicking around some ideas and telling stories, playing a little bit of guitar and writing a little tune together. We didn't have any particular purpose in mind, it's just that we'd known each other for a long time and that's what we do. We didn't really think about it much - we were off doing other stuff - and then I came back to it by accident a couple years later. I heard the stuff again and realized, 'Wow, we dug deeper than what I thought. Some of this sounds like the beginnings of something special.'
So I told Eric, and he invited me to come to London so that we could go into the studio and see if there was anything there. Turns out, because the majority of the songwriting was mine, it just leaned in my direction. It could have been his record, a duet record - though I kind of hate duet records now that I think about it - or it could have been my record. So after we finished writing these songs he told me that this was really my record and he would just play on it."
Robertson also asked Nine Inch Nails' Trent Reznor to collaborate on this cinematic soundscape, which blends modern touches with more traditional music. "Trent has musical instincts that are unpredictable and haunting," noted the Canadian guitarist.
Robertson discussed Eric Clapton's guitar style in a Reuters interview: "Eric has an extraordinary ability of whoever he's playing with, he can adapt to that attitude in the drop of a pin. If somebody's doing backflips with their guitar he can do that too, and will quickly meet you halfway. With me, when we were recording these songs in London we were sitting facing one another and singing at one another and playing at one another and it very much became like the guitars would just pick up where the voices left off and it was like talking guitars. And it was very quickly obvious that there was to be no acrobatics please. That's not what we're here for."