Songfacts®:

• Jay Blumenfield and Tim Quirk of Wonderlick were members of the band Too Much Joy, which had a hit in the '90s with "Crush Story." Quirk told us about this song: "'When She Took Off Her Shirt,' the lead track on Topless at the Arco Arena, is about a lady who very happily yanked open her blouse at an AC/DC concert, and had her breasts projected on the jumbotrons while the audience cheered drunkenly. Part of me assumed she was being exploited by the band, and the cameraman. The rest of me cheered with everyone else, because it's thrilling when music makes you lose your inhibitions. While we weren't conceiving it this way in the studio, I think the recording wound up capturing both extremes, going from dark, cynical mutterings on the verses to bright, orgasmic melodies on the chorus. Listening back, neither one feels 100% right – the verses are inarticulate and unconvincing, while the chorus is a happy relief that seems a little too easy. We didn't plan it that way, but I do think it captures my confusion. Because I still don't know if what she did was beautiful or appalling."
• Regarding Wonderlick's songwriting process, Quirk explains: "Good red wine.
  I was going to stop there, because that really does sum it up, but for those who give a damn about the mechanics, it's just an extension of those first three words. Jay and I get together and try to enjoy ourselves. Sometimes I show up with a complete lyric, but usually it's just stray lines or potential titles scribbled on cocktail napkins. We tend to start with a beat, or a piano or guitar riff, and build from there. Eventually we'll wind up with a couple different parts, and we'll flip through whatever random words are lying around and sing 'em till we find ones that fit the different parts, with melodies we like. The rest of the lyric will get written as Jay's laying down guitar parts, so the two pieces evolve together in real time. It's a very ground-up process, and a liberating one, too. We began Wonderlick with one rule: you're not allowed to say No to any idea. Everything gets tried, no matter how stupid it might seem. You can say no to something after it's on tape, but there's no arguing allowed about whether or not to pursue a sound one of us is hearing in our head." (Learn more at wonderlick.com.)