Guitarist Mike Kennert explained in publicity materials that when the band first started working on this song, "we all got in a room, jammed it, and it sucked!" He added: "So me and Chris (Gaylor) went to Florida to Nick (Wheeler) and Ty (Ritter's) place on the gulf coast and hung out for about a month. Ty has this electric drum kit, tiny ass little practice amp. We put the drums through the amp and the song came together really cool."
This was released as the third single from The All-American Rejects' 2008 album, When The World Comes Down. The song incorporated an orchestra section and a trumpet solo. AAR guitarist/songwriter Nick Wheeler told Songfacts that he and lead singer Tyson Ritter were in ska bands in the '90s, which made them loath to use horns and they felt that decade played them out. "Horns kind of have had a stigma to them, at least in our younger years," said Wheeler. "Then being exposed to more music, there's more out there than just pop, punk and ska, like the bands we were playing in the '90s."
A demo version of this song appeared on the soundtrack of the video game Madden 09.
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