Tori Amos' 16th studio album, Ocean To Ocean, was inspired by the singer's experiences and emotions during the COVID-19 pandemic. Amos and her family - husband Mark Hawley and daughter Natashya - were holed up in their farmhouse during a particularly hot July when they played hosts to some unwelcome visitors: bats. Natashya's fear of the nocturnal creatures, who were specifically drawn to her bedroom, inspired the album's second single, "Spies" - a sort of grown-up lullaby.
"She was having nightmares about the bat, so I decided to do what I did when she was a little girl and write her a lullaby," Amos told Entertainment Weekly. She explained the song is about "benevolent beings from Cornwall to England and through the Isles that were helping kids get to sleep at night and chase away their nightmares."
Amos doesn't share her daughter's aversion to bats. She recalled in an interview with London's i newspaper: "I said, 'They're not going to hurt you, they are benevolent creatures.' It doesn't spook me out, I love all that stuff. But Tash said it was too witchy for her."
While she was working on the song, Amos found one of her old writing books that contained bits of stories she used to tell Tash when she was a little girl, including something about "scary men dipped in mustard," which ended up being incorporated into the lyrics.
This was Amos' first studio album in four years. Her previous full-length release was Native Invader in 2017.
In this song's world, children are having bad dreams and can't sleep, even if they're big kids. Knowing the spies are there will help them get their 40 winks. "Spying could be anywhere, they could be aardvarks. How can it not make you sleep better knowing there are these benevolent beings everywhere?" Amos told Mojo magazine. "There are consequences if you're a thieving meany, though. The spies deal with you. They don't think it's absurd that scary men get dipped in mustard and Mrs. Crabby apple won't get custard."
Amos added with a chuckle, "Yes, I was listening to a lot of Beatles music at the time."