This song follows a recurring theme that runs through the Bread and Circuses album about turning a bad feeling around. Frontman Kyle Falconer told the NME: "This one's about having great times and wild nights with your mates, but then waking up with the fear. We were living in Liverpool at the time we wrote it, and had just been at a wedding party with (Primal Scream bassist) Mani near Manchester."
Bread and Circuses was produced by Martin Glover, who is also known as Youth. The record producer is a founding member and bassist of the UK band Killing Joke and also a member of The Fireman along with Paul McCartney. Falconer told the NME about his contribution to this track: "It was one of the first songs that Youth had a clear idea about what to add to finish it off – he wanted the middle 8 in ¾ timing to give an impression or the mind swirling around and going over all these thoughts."