Being a van-tour musician means I've spent a lot of time in some rather sketchy motels. I never minded it and have a pretty high tolerance for lack of comfort. When you're sleeping in the van in a truck stop after a show, any hotel is very luxurious. Well, nearly any. I've seen some very sad people in these places. My heart goes out to people who think there's no way out.
We were in Tahoe, in what Zepparella's Errol Flynn, Jim Stewart, said was the shoulder season. The hotel had that bleak and empty feeling that makes for songwriting.
I think that what Gretchen did on this song might be my favorite of the whole record. She laid down 5 or 6 passes through the song, taking a different approach in each one. Then I layered them together, bringing out the voices that needed to be there.
There's a bass line that runs through the song that happened in one of the drum loops I put together. That freed Rob up to play more ambiently, and I love the sound he got with this one.