From the album’s liner notes:
Tom

The original idea for this song was to have the chorus be the verse and have there be no chorus, just gigantic, heavy guitars. We worked on this song for about 6 months and it kept just getting better and better, and stranger and stranger. This song is one that could only be fully realized when listened to with headphones. To hear the 50 or so tracks that were recorded on this song, you need a dim room and a somber mood. As the song ends, two drum sets play off of each other and take you to a different place, as does each of the verses that were recorded separately from each other. One of which was a 1960’s effect by singing through a rotating speaker. It sounds like I’m underwater, but it’s fucking cool. The feedback in the middle of the song was a one take art form of making the guitar sound really tweaked and ugly. I say art form because to make the guitar sound that way you constantly have to twist and turn like an acrobat on drugs.

Travis

The keyboards in the beginning remind me of Pink Floyd or Failure. I think the choruses are really big and lyrically it’s something everyone can relate to. We recorded two drum sets for the outro. One whole track, and then I played to the click. Then I played until I couldn’t stop playing. It was something we always wanted to do, but never got around to.

Lead singer and guitarist Tom DeLonge said:

It is really complex to describe this song because it starts with loopings and all sorts of electronic ambiances. The first and a half minute, there’s nothing but piano with my voice over. And then the song goes in the total opposite way and explodes with 11 different sorts of guitars, big crazy breaks. There are feedbacks, just like Radiohead’s and then follows two drums which play different rhythms for 3 or 4 minutes. It is a really romantic song: ‘Are you afraid of being alone because I am. I’m lost without you’ which repeats itself. It is a really trance and hypnotic song, so cool to listen to with headphones. There is no better way to appreciate it than to sit back and take your time in order to understand all these little things we’ve done for your ears.