Songfacts®:

• Craig Wedren was lead singer of the band Shudder To Think on the punk label Dischord Records before moving into TV and movie music and releasing his solo work, including the 2011 WAND project, which he made "to encapsulate and express all the different styles I'd been working in, from rock, to electronic, to classical, to whatever it is I do that hopefully resides outside styles and genre."
  
  Regarding this song, Wedren told Songfacts, "It was written based on a loop of whale sounds that I made, and which, lyrically, became into a dream-memoir of having a crush in high school ('In school I learned to watch you blush, all gentleman – no touch... in school I loved you'). That's one of my faves. I can picture a classroom at The Field School in D.C., where I spent a blessed Junior and Senior year. Most of my songs and lyrics I connect with visually, like a Polaroid or frame of a film."