This song features a sample of Rodgers & Hart's "My Funny Valentine," and was inspired by Icelandic singer-songwriter Björk, whom Tricky dated for a time during an intense and very public time for both of them. He told The Guardian: "Björk had a terrible relationship with me. I wasn't any good for her, but she used to play me Chet Baker's version of that song. So that's me trying to salvage something beautiful from a very bad relationship. Not her being bad, me. I couldn't see how good to me she was and how good for me she was. I wish I could say that to her now."
His keyboard work helped define the Muscle Shoals sound and make him an integral part of many Neil Young recordings. Spooner is also an accomplished songwriter, whose hits include "I'm Your Puppet" and "Cry Like A Baby."