This song was influenced by Dr Dre, whose album 2001 became stuck in frontman Britt Daniel's stereo. "To begin with it was just vocal and piano," he told NME. "Just a melancholy piano rhythm, but it didn't quite work. Just for fun we had Jim (Eno) play a Dre-like drum beat over it. Now it's my favorite track on the album."
The song's music video is based on the work of photographer Todd Baxter as we see various images morph into one another. Baxter created the artwork for the They Want My Soul album.
Britt Daniel recalled the story of this song to Uncut magazine: "We had a demo that was me singing on top of an eight-note toy piano - I was obsessed with Dr Dre, so this is our interpretation of him." "I have this attraction to melancholy in music, the bitter longing in songs," he continued. "On 'Inside Out,' the chord changes alone evoke that."
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