This was one of the first songs Mason James started working on with Lissy Trullie when they formed the band. "We were chilling in her friend's apartment in New York kind of threshing out a bass line and just staring out a window smoking cigarettes," James said in a Songfacts interview
. "It's about where we were at this time, being in a Lower East Side apartment in New York with our feet dangling off the fire escape playing bass and just kind of running through what our life was like at that time. We had just signed to Epic. It was a super whirlwind for us, in and out of crazy studios, and the 'Tick-Tock' of the clock was nonstop."