The first part which is instrumental, was inspired by my old guitar teacher, Pat Dietz, who recently died when an out of control car hit him while he was walking around. It was a riff that he showed me as a sort of exercise which he called "Fancy Fruit." That part of this song is a tribute to him. The second part's lyrics were written after I had read "Main Street" by Sinclair Lewis, which is a great book about living in a small town and having the feeling that everyone is watching you or noting what you're up to, while they don't seem to have any interest in changing up things. The last part was basically a late 60's styles psychedelic freak out, which I'm not sure how that came about, but it does seem to sound pretty coolmore