Guitarist C.J. Pierce told Ultimate Guitar that this song, together with "Shame" was recorded acoustic, at a studio in a buddy's house. He added that for this song, "we went back and did a little touch up on it from the original recording. I kind of went back and did a little bit more stuff, and then I think Ryan (McCombs) re-sang it."
The number 37 was chosen as an homage to Ryan McCombs' dad. He said: "When I was growing up, everything was always 37. 'How much farther? 37 miles,' 'How old do you think he is? He's 37 years old.' This is dad's number, yeah."
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