Lee Van Cleef

Bassist/vocalist Les Claypool came up with this song's riff whilst noodling around at home. He told MusicRadar: "I had that sitting around for a while. If I'm home and I come up with something, I'll try to record it, but a lot of the time I'll forget to. A lot of things go off into space and never come back 'cause I just don't remember them. Lee Van Cleef stuck around. I came up with it on my dobro bass and really liked it, so I recorded it."

Lee Van Cleef (1925 – 1989) was an American film actor who is best known for his roles in spaghetti westerns, particularly Sergio Leone's For a Few Dollars More and The Good, The Bad and The Ugly. Van Cleef's sharp features led to him being cast as a villain in other films such as The Man Who Shot Liberty Valance. Claypool told Rolling Stone the song is "reflective of my youth."

The album title is lifted from a line in this song: "A yellow Studebaker with a 302/With a seat of Green Naugahyde." It refers to a form of plastic leather used for seats. Claypool explained to Artist Direct: "That was my father's pickup truck when I was a kid. Years later, I actually ran that pickup truck into the side of a liquor store because the driver's door flew open as I was making a right turn ... The ol' Studebaker is no longer with us, but there were a lot of fond memories in that vehicle. I come from a long line of auto mechanics, and naugahyde was what people had on their couches because they couldn't afford leather. The circles I ran in, we saw a lot of naugahyde, the '70s working-class leather."