Vocalist/guitarist Dan Auerbach told The Sun May 14, 2010: "It's about feeling like an outcast, a person who lives in the shadows with regret and fear. Living every day like you could be going straight to hell at any moment. Fun stuff!"

This was one of 10 songs the band recorded in Sheffield, Alabama at Muscle Shoals Sound Studios, where the band had to rough it to record. The studio was beat up and hub of activity in the area was Walmart, so they spent a lot of time experimenting with the vintage gear their producer Mark Neill brought down from this collection. Neill discussed the recording of this song in a track-by-track on The Black Keys Fan Lounge: "I'm playing on one speaker and Dan's on the other. I'm playing the skank part, the scrapes, that's the Rickenbacker. Dan's playing on the other side on the Harmony, which is great – he's playing all the lead and all that stuff. Dan's lead playing is really good on this record by the way. I only fill in little different pieces generally, stuff that was missing. This has me playing all the way through it. He plays through my amps so it's very easy to match the tone where required to fill in. Dan and I do not necessarily play with a pick. We did everything very quickly. When I got home this record was not finished. Anything I added was done with taste and great care to make it invisible." (Here's more on the Muscle Shoals sound and Black Keys visit.

This song features backing vocals from American R&B and hip hop singer Nicole Wray, a former Missy Elliott protége who had a #5 hit on the Billboard Hot 100 in 1998 with "Make it Hot." She also features on "Everlasting Light," and according to co-producer Mark Neill, "I'm Not The One."