Panic At The Disco wrote this song about being in the band and being friends in their rehearsal space. Bassist Jon Walker recalled to VH1: " I played C major and that was the first thing [Spencer Smith] started playing on the drums. Four hours later, the song was done. We changed some of the structure and some of the lyrics. We like the spontaneity of writing a song."
Guitarist Ryan Ross added: "This song and 'Nine In The Afternoon' were the two that we did as a whole band playing something that felt good."
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