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Jez Williams (guitarist) and his brother Andy (drums) told Drowned In Sound how this song went through numerous transformations. Jez explained that it, "was one of the earliest songs we wrote and recorded from the most recent batch of songs, and that went under so many different transformations - five attempts in all - that it is literally unrecognizable from its initial demo." Andy added: "We recorded it, then completely stripped it down and rebuilt it, recorded it again, broke it down and changed it again, and repeated this process for a good eighteen months or so until we felt it sounded right." Jez concluded: "It went through so many filters - we always believed that it was a great song - that we felt it was our duty to try and push it as far away from what we would expect or our audience would expect of us as possible."

The title is a train reference. The Doves told the NME April 11, 2009 that "there's a strong theme of travel" on Kingdom of Rust. The band added: "It's wanting to get home having been away for a long time and starts off almost doo-wop, then becomes a ballad before turning into a runaway train."

Most of the Kingdom of Rust album was co-produced by long time Doves collaborator Dan Austin. For this song and "Winter Hill," the band drafted in producer John Leckie (Stone Roses, Radiohead, the Verve). Andy Williams (drums) explained to The Quietus: "One of the reasons that we got John in was because of the My Morning Jacket record (Z) that he worked on and well, he's got an amazing pedigree hasn't he? But we said to him that we wanted to do a stripped down record and play everything live and fast. So he said: 'I'm your man.' We know what we're like in the studio. We obsess over stuff." Goodwin added: "We wanted someone like him behind the glass again. We wanted someone to crack the whip so we'd just play. I mean, we do play but we also tend to like a bit of overdubbing as well. We just can't help ourselves because we're all producers."