Michael Stipe wrote the lyrics to this song in response to "Eat For Two" by 10,000 Maniacs - both songs are about pregnancy. In the late '80s, R.E.M. toured with 10,000 Maniacs, and both groups were very popular on the college rock scene. Stipe and Maniacs lead singer Natalie Merchant shared many of the same qualities, including shyness, awkward dance moves and a quirky charisma, and they became friends, then lovers, then friends again. Stipe credits Merchant with helping to inspire his songwriting, saying, "The work she was doing was real and important - all about the human condition."
Stipe says that he considers this an "answer song" to "Eat for Two." He explained in the book It Crawled From The South by Marcus Gray: "It's a male perspective on pregnancy, which I don't think has been dealt with. There's a real push-me-pull-me issue, saying, 'I had nothing to do with it,' yet on the other hand saying, 'Wait, I have feelings about this.'"
Kate Pierson contributes the female vocals to this song. In the album booklet it is acknowledged as a duet, instead of Kate being a background singer. She also sang on the Out Of Time track "Shiny Happy People."
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