 "Fear Itself" is about being fired "from the job you always professed to hate" and contains a reference to John Maynard Keynes. "The Krugman Blues" references the "gloomy mien of one's favourite economic pundit", Paul Krugman, whom Wainwright met on a train to Boston. Wainwright believed Krugman's sense of melancholy made for a "compelling and challenging character". "Spooky" sound effects, suggested by Dick Connette, were added to the track "Halloween 2009". Wainwright wrote "Middle of the Night" a few years prior to the album's release in an attempt to "cheer [himself] up and also to purvey an optimistic point of view for a change". "Cash for Clunkers" refers to the Car Allowance Rebate System, a United States federal scrappage program active during summer 2009. "Got a Ukulele" features Wainwright performing the titular instrument, which he believes was popular during the 1920s – 1930s due to its ability to improve "one's mood and general outlook".
