Vega wrote the song based on a comment by her friend Brian Rose, a photographer, who mentioned that in his work, he sometimes felt as if "he saw his whole life through a pane of glass, and [...] like he was the witness to a lot of things, but was never really involved in them". She attempted to think and write in this fashion (including a male perspective) while sitting at Tom's Restaurant. The "bells of the cathedral" that she remarks hearing in the song are those of the Cathedral of St. John the Divine, located one block to the east.