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Like many other songs on Third, this had a long incubation period. Multi-instrumentalist Geoff Barrow estimated that three years elapsed between writing the bassline for this track and deciding what chords to put on it. He explained to the Guardian newspaper June 20, 2008 that this was not a question of perfectionism but of locating that elusive something that makes a song worthy of being included on a Portishead album. He said: "I think as you get older, when things go wrong it hurts so much, and we question our ability to write any decent music so much, that it's very easy just to put down your tools and say, 'I'm not doing it today'. We could drift for months and months and months. At times it was definitely tense."

Long-time friend and associate Will Gregory from Goldfrapp played the saxophone on this song.