The song was produced by Jeff Bhasker, who has also worked with Kanye West, Bruno Mars and Fun. He told American Songwriter magazine how he brought Swift's personal song to life. "That's the ultimate thing, to put on the production hat and realize their visions; framing what they have in an interesting way or contemporary sense," he explained. "Taylor brought in two songs that she had completely written and played them for me perfectly on the guitar. She asked me for my thoughts, and I said they were amazing. Once we tracked her vocals and guitar, we added the musical elements I would usually add and gave it a different flavor than if she would have recorded it in Nashville with a bunch of Nashville musicians."
Bhasker added that this was one of his personal favorites from 2012: "I was really impressed when she brought that. That track falls into a little bit more of a Springsteen, Joni Mitchell vein, which I think shows a lot of maturity and what a good songwriter she is. The lyrics are kind of about her, it has a story, and at the end I think she's talking about Joni Mitchell rejecting fame, even though she never mentions her. She was on tour in a hotel room alone feeling a little too famous when she wrote that. To be able to express your feelings through music, that's what it's all about."