In the song, lead vocalist Brendon Urie shares vocals with lead guitarist Ryan Ross. All the band members contribute with backing vocals on this track. When played live, Jon Walker, the band's bassist, plays guitar and Urie plays bass. The line "and at the end was a dog called Bambi" is a reference to a dog owned by Tess Laidlaw.
A short clip in the video features Brendon chewing on what seems to be a cigar at a rehearsal. This has caused a debate between many Panic fans if Brendon smokes. In a recent interview, Brendon stated it was not a cigar but a piece of wrapped European candy:
Yeah, a lot of fans think I smoke because of that scene. Well, I don't. Actually, I was chewing on a piece of candy that I hadn't opened. La- dent, La- something. It was French, I know that. I got tons of it on the European tour. But yeah, so I found a pack or two I had not opened in one of my old guitar cases and I shared it with the band during rehearsal. Everybody scarfed theirs down but me. I was too busy playing "She's a Handsome Woman". When I started to sing, I realized I still had the candy in my mouth, so I just mumbled the first line and the whole band cracked up.