The songs on Sleep Well Beast revolve around the fears and struggles within relationships. This song dips its toe into the marriage of singer and lyricist Matt Berninger and his wife, Carin Besser, a former fiction editor for The New Yorker who has often contributed to the band's songwriting and backup vocals.

I was a worm, I was a creature
I get on the ground the second I'd see you
You cannot command your love

The inadequacy and self-incrimination that Berninger sings of is a frequent theme of his songs.

Berninger throws in a reference to the writer John Cheever.

I wasn't a catch, I wasn't a keeper
I was walking around like I was the one who found dead John Cheever

Berninger explained to Artist Direct: "I throw writers in a lot and stuff not because I'm an academic scholar of their work by any means, but I'm definitely inspired. Cheever is somebody who has inspired me just in general in his work."

In 2005 The National recorded a song "Karen" about Carin Besser. At the time Berninger protected his wife's innocence by changing the name. However, in this instance he uses her real name. Berninger explained to The Line Of Best Fit:

"The reason I used Carin's real name was because we had a song on Alligator called 'Karen', and because of that, everybody's called her Karen her whole life. It's actually 'kah-ryn', and I wanted people to know that, finally. She didn't want me to put that in there, but it was important to me.

Like I said, she's so much a part of my writing. Tom Waits writes with his wife, Kathleen Brennan, and I think he described the process as, 'she washes, I dry'. Well, our version is that I spill, I get the stain all over the clothes, and then I put it in the washer. Carin goes through it all, dries it, irons it and folds it. She's an editor and a writer herself, and I really mean it when I say that a lot of the best ideas are hers."