This introspective track was triggered by a song from Eddie Vedder's Into the Wild soundtrack. He explained to Billboard magazine that it "uses the first chord from an instrumental called 'Tuolumne.' There was a lyric or something that hit me, and I picked up the guitar and played that chord. I thought, well, I'll just go with it and make something different out of it. It was a shorter song, and then I wrote a bridge to it while the other guys were working on something else." Vedder added that this song's genesis demonstrated the band's maturity. "It was like our own little Brill Building at the warehouse. I ran in and wrote the bridge, which became the chorus, because [producer] Brendan O'Brien heard it that way. That's an example of letting Brendan hear things objectively and following him whatever way he wanted to take it. We weren't that malleable 10 years ago and all the years previous. You'd write something and say, 'Well, no, this is how I want it done.' One of the things as you get older is that you welcome others' input. You don't feel like you have to prove yourself."

Vedder described this to the Canadian radio station The Edge as "as close to a love song as we've ever gotten." He added to the Toronto Globe and Mail: "There's never a dull moment on the road – every day it's something. Maybe that's why my goal is the dull moment. That's what this song is: It's saying, 'Just stop, and be together. Don't talk now, just breathe and feel each other's presence – now that the kids are in bed.'"

The song was used in a May 12, 2014 episode of the TV series The Blacklist.