Songfacts®:

• In this song front man Craig Finn recounts the story of attending a concert by 1980s American hardcore rock band Youth of Today where a fight breaks out and the band's lead singer Ray Cappo hands him a Hare Krishna leaflet. Finn explained to Pitchfork how autobiographical the song actually is. Said Finn: "I did see those shows. Ray Cappo never tried to convert me into a Krishna, although one of his cohorts probably did. I think it was just about being wrapped up in this thing. Hardcore, at one point, meant everything to me. Now you look back, and I still think it's cool, but to some extent I grew out of it. Other things became a bigger priority for me. That chorus ends up with, 'Nobody wins at violent shows.' That's coming from the same thing. It's hard for me to imagine a show that you need to have a fight at, or anyone in the mindset of, 'Wow, I'm fighting at a show.' Or a show that you'd go to, a hardcore show, where there's six different fights. Things are out of perspective at that point."
• Guitarist Tad Kubler told Pitchfork why there's a clarinet solo on this song. He explained: "I really wanted a clarinet solo on 'Cattle and the Creeping Things' on our second record, and it never happened for various reasons. So when I called Peter Hess to come in and do horns on a couple of songs, 'Barely Breathing' being one of them, I said, 'Do you have a clarinet?' And he said, 'I do.' And I said, 'Bring it, because I have an idea.' I think the feel and the tempo of the song lends itself to that Dixieland-style solo. It makes it exciting and interesting for us to try new things. It's always going to be a Hold Steady album, but if we go in with the intention of trying to do things differently, and to grow as a band, it's going to keep us happy and interested."