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The third track is a lullaby-like piano ballad with shifting time signatures, was written in five minutes for Yorke’s infant son Noah.
Tate observed that the song "thus, in biographical context, becomes addressed to a next generation in the same way Orwell’s Nineteen Eighty-Four may have been written indirectly for Orwell’s son … in the same way, Hail to the Thief may not be imagining present ills so much as warning a next generation."
The song’s subtitle was taken from a song from the British children’s television programme Bagpuss. Jonny Greenwood was initially unimpressed with Yorke’s demo of the song, feeling it had only half an idea, but felt it became just about the best song on the record after the band restructured it.
This song was premiered in Lisbon, Portugal on July 22, 2002.

The alternate title for this song is "Brush the Cobwebs Out Of The Sky".

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