Like a number of songs on the album, this was musically an improvised jam recorded in one take. The band forgot about it and it was only later when the engineer went back through the tapes and said that he'd found this really good track that it was included on the album. Guitarist Nick McCabe explained to BBC DJ Steve Lamacq: "Me and Si, at the end of the second set of sessions in Richmond got a whiteboard in and had a look at what we had and we got like 35. The guy that engineered it got 64 or 65 so we started scouring the hard disk to see what we had and tucked away was this thing that we later remembered playing very late at night and it's probably my favorite tune on the record actually because it's the least considered and it's had the least work done to it but it's somehow truer for it I think really and I think Richard's vocal on that is probably one of my favorite things that he has ever done. It gets me. I keep joking about it. I can't listen to that after six o'clock at night because it just depresses me too much. (Laughter)"
Frontman Richard Ashcroft told Steve Lamacq that, "there's nothing really deep and meaningful about the lyrics."