A demo of this song originally surfaced in the summer of 2011, but since then a mid- '90s Hip-Hop beat has been added, courtesy of veteran Hip-Hop producers Jeff Bhasker, the man behind much of Kanye West's My Beautiful Dark Twisted Fantasy and Kid Cudi collaborator Emile Haynie. Del Rey told Q magazine she writes in two ways - "Walking around New York, singing words and melodies into my phone…" and with a producer "helping put my words to music."
Del Rey penned the song with one time Whiskeytown multi-instrumentalist Mike Daly. Whiskeytown was an alternative country band who was fronted by Ryan Adams before his successful solo career. They released three albums between 1995 and 2001. Daly went on to become a successful songwriter/producer. His songs have been recorded by such artists as Sister Hazel ("Take a Bow") and The Plain White T's ("Our Time Now").
The song finds Lana in love again, "Diet Mountain Dew baby New York City / Never was there ever a girl so pretty / Do you think we'll be in love forever?," she sings. However, her bad boy boyfriend is not suitable for her and she admits, "you're not good for me, but baby I want you."
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