"Sleeping In" alludes Lee Harvey Oswald, the man responsible for assassinating U.S. President John F. Kennedy in 1963. "Nothing Better" is a duet with Wood, and functions as a conversation between the two. The track was directly inspired by the Human League's "Don't You Want Me". In "Clark Gable", named after the famed twentieth-century actor, Gibbard sings of making home movies with an former lover. "We Will Become Silhouettes" centers on an impending apocalypse. It was inspired a survivalist phase Gibbard went through after the September 11 attacks, where he felt convinced the world was soon to end.