At 13:05, the song is one of the longest that The Flaming Lips have ever recorded. Vocalist Wayne Coyne told Mojo magazine: "Every time we tried to chop the track down (producer) Dave Fridmann would say, 'Come on, go all the way.' Before that long, it starts to play on what it's doing to you, this strange endless tunnel with no light at the end."
Much of the reason for the song's length is its long middle section. Multi-instrumentalist Steven Drozd told Spin magazine it "is this simple synth riff that just goes for six or seven minutes with these strange vocals on top of it and we just stacked with a bunch of delays so that the voice was always changing. But the riff underneath it was static and exactly the same. If you edited it down to like two minutes, it just wouldn't have the same effect it does at seven. There's a mental effect that you get from repetition over time that you can't get any other way."
The song features the American Indie-Pop duo Phantogram, who are best known for their track "When I'm Small," which was used both in the trailer of the 2012 film Syrup and an advert for Canon's 650D camera.
The song originated with a riff that Wayne Coyne came up with during a jam session. He told MusicRadar: "That riff only happened for a moment, but I recorded it on my phone as a video. I liked it, and I thought, 'Let's revisit that when this jam is over. We'll look at the video and wonder what we were playing.' But we could never really redo it, and we wound up using my phone. That's why that track sounds so strange. There's elements that have sort of a Doppler effect, because I'm moving the phone. We really liked the phase-shifting elements that happened with me walking around the room."