The music video for Rachael Yamagata's major label debut EP was shot on location at the Overlook Mountain Hotel Ruins in Woodstock, New York. The crew stayed at Rachael's nearby parents house in Woodstock during principal photography. The hike up to the Overlook Mt is over 2.5 miles long from the parking lot at the trail head.
Rachael and Co-Director, JP Riley had collaborated twice before Rachael's major-label debut when J.P. cast Rachael in his music video major label directorial debut for RCA-label mate's The Verve Pipe. The first time they collaborated was on Riley's first Northwestern Student Short Film, she licensed her songs, Worn Me Down and Would You Please for the soundtrack to his short films, entitled, Noise/I AM...the latter of which would serve as the deleted opening scene in his feature-length script, Act Naturally which, 5 years later would begin principal photography during the Writer's Guild Strike. Rachael's song still appears in the film and the soundtrack.
J.P. and Rachael both attended Northwestern University but where not enrolled at the same time. Riley started the year after Rachael left.
J.P. first met Rachael when she was performing with her previous band, Bumpus in Chicago. When J.P. was working at Sony Music as a College Marketing Rep. in 2001. Four years later, J.P. played drums and percussion in another Chicago band, Tom Schraeder & His Ego with several members from Bumpus.
In order to shoot the video's concept of the narrative being told in reverse where the world around Rachael moves in reverse, while Rachael performed in real time, the filmmakers captured her performance on the Arri S 16mm camera with the motor reversed, so the film passed through the camera backwards. In order to achieve this effect, Rachael had to perform sections of the song's lyrics backwards.