The inspiration behind "There You Are" stemmed from a spooky night on tour in April 1989. On the drive between Santa Monica and San Francisco, the Lips passed a car that had crashed into the highway divider going the wrong way. They saw the driver laying face down in the road and tried to call for help, but the driver was already dead. They watched as it rained and the police removed his body from the road.

The Lips wanted the recording of "There You Are" to match the ominous mood that inspired it, so they decided to record it with acoustic guitars along U.S. Route 90 next to Tops Supermarket in Fredonia in the middle of the night during a full eclipse. Ambient sounds of crickets and trucks on the highway can be heard in the recording, enhancing the atmosphere.

Michael's quote from Staring At Sound:

"It had a slight air of 'We're not really supposed to be doing this,' and there was a definite question of, 'What are we going to say if a cop shows up?' But really the only thing they could have gotten us on was stealing electricity."

Dave Fridmann's quote from Staring At Sound:

"It was like, 'You wanna go record by the freeway? Great! Pick up some mikes and let's go do it. The sky's the limit!' We kept trying to capture bigger and weirder sounds, and once we realized what we could do, it spiraled out of control."

In 1991 before he joined the band, Ronald Jones impressed Wayne by playing "There You Are" on an acoustic guitar. When Ronald asked Wayne if he had played it correctly, Wayne incredulously responded, "Well, yeah, you're playing it right, but you're playing both guitar parts at once!"