This lilting ballad about a man who always lets the song's protagonist down finds the sad girl falling back on her beauty as being the only thing she has left. The recording of the song at Electric Lady Studios, New York City, was built around the original writing session with her guitarist, Blake Stranathan, who also co-penned "Cruel World." Del Rey made up on words on the spot whilst Stranathan played the chords.
Del Rey's vocal is intentionally shaky and scratchy. "I didn't even think to go back and fix it," she told the New York Times, "because if you know the story behind it, then you can tell why it was sung that way."
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