This song was originally written in ballad form. Lyrically, it came from a time in my life when I needed change. A lot had happened the past year, band roster-wise and I was becoming more self aware. It had been in my back pocket for a couple years by the time we showed up in East Falls to record the album. We all wanted it on the record but due to it's slow meter we weren't sure how it would fit. The morning of the last day in the studio our producer walked into the control room yelling, "FRESH POTS" meaning the coffee was hot and asked Ross to play straight eighth notes on a piano bench with brushes.

We had to work quickly that day to keep on schedule with the rest of the mixing process, so Bill, the producer, was running a tight ship. His idea for the song took a lot of concentration and exactness that made the atmosphere a little tense at first. Personally, I was wary of letting go of the old and accepting the new. The arrangement was killer and so unique but it was hard to recognize the song as a whole because it was layered so specifically from the drums to the clarinet. An eighth note pattern, then a kick drum, then snare and hi-hat ... the cymbals, bass, piano and so and so on. It wasn't until I got to record the vocal track that it all started making sense to me. The lines were flowing over the drum and bass groove effortlessly and my hips were swinging by the time the chorus came around. And that's a good sign no matter who's singing or at what tempo.