Songfacts®:

• This features Cat Power on backing vocals, who also features on the Modern Guilt track "Walls." Beck talked to Entertainment Weekly about working with the singer-songwriter: "We brought her in, and she only had 45 minutes, but she's one of those singers who just opens her mouth and there's no work, no affectation."
• Danger Mouse, who is best known for being one half of Gnarls Barkley, produced this song along with the rest of the album. "Orphans" was recorded on the first day Danger Mouse and Beck met up for work.
• Beck told the BBC 6 Music radio station that Danger Mouse originally was only planning on recording this song for him. He explained: "We were already friends, so I called him and said, 'Let's do a record'. But he said, 'Well, I don't have time so we'll do one song.' We did the first song on the album ('Orphans') and then decided that there was a whole record there. A couple of months later - we had a whole record."
• Beck then went on to explain to BBC 6 Music how the duo worked together: "[His] approach comes more from the hip-hop and electronic world, but I apply that to more traditional songwriting and rock and folk - and bring those elements into it. He brought all the beats so that set the tone for the record. These rhythms gave me the ideas for these songs and so that's kinda how we came together."