The song was recorded on Ross' 23rd birthday and features a collection of guest vocalists, such as Mickey Madden from Maroon 5, Phantom Planet bassist and songsmith Alex Greenwald (who produced Take a Vacation!) and members of Chief and the Like, including Ross' girlfriend Elizabeth Berg. Ross recalled to MTV News the recording of the track: "Me and Jon [Walker] sang it facing each other, playing acoustic," he said." "We did it live, and then we sang another track over it, we had a bunch of my friends on my birthday come down and sing. You can actually hear - if you listen really close on the end of the track - somebody screams, 'Happy birthday, Ryan!' We wanted to have a bunch of people singing the refrain with us. So, it just worked out that it was on my birthday, and we were going to have a party at the studio anyway, and so we talked a bunch of people into singing on it for free. To be honest, I don't remember much. It was my 23rd birthday after all."