Furtado wrote the lyrics, and she admits that she doesn't know what they're about. Said Furtado, "It captures the feeling I had when I wrote it, and it taps into this other sphere."
Timbaland and Nate Hills produced this track and helped Furtado write it. They experimented a great deal, coming up with layers of distinctive sounds. Furtado adapted her vocals to fit the track.
With its poetic lyrics and layered keyboard sound, The Eurythmics hit "Here Comes The Rain Again" was an influence on this song.
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