From at least as early as his college days, Ives, naturally popular as an athlete and a pianist, also held forth as a kind of musical clown and commentator. He turned the events of the day into what he called "take-offs" on the piano. To his amused audience, his banging the bass notes with his fist to suggest a bass drum while his right hand went on in another tempo was simply a kind of cartoon in sound. But if Ives hit on a good idea, he remembered it or wrote it down on any handy scrap of music paper, for he had been taught by his father to not exclude any sound combination from the possibility of being music.

After he became a novice insurance man in New York after graduation, Ives and a few other young bachelors rented a series of apartments that they called "Poverty Flat." When he decided to turn a "take-off" into a piece of music, his roommates referred to the racket he made at the piano as the "resident disturbances."

While living in a basement apartment at 65 Central Park West, Ives in July 1906 suddenly was struck by the sounds of the foot and horse traffic outside, "all to different steps and sometimes all the same." It seems that at some point this resonated with one of his father's experiments, which was having parts of his band march to one tune and other parts to another, in a different tempo. Ives started thinking of the idea of several streams of rhythm all flowing at the same time, uniting to make a music of disparate sounds. "I was struck with how many different and changing kinds of beats, time, rhythms, etc., went on together—but quite naturally."

He wrote a take-off called Take-Off No. 3: Rube Trying to Walk 2 to 3!, Kw 10, for three winds and piano. This later became both Over the Pavements, Kv 20, and this song, which is essentially the part of the take-off that is in three, with contradictory rhythms in two often placed against it. The first 18 measures are for piano only, then the voice enters in the 3/8 rhythm and asks, "Why doesn't one, two, three seem to appeal to a Yankee as much as one, two!"

That is the whole text, and the rest of the song is over as fast as it takes to read it. The joke is that the last measure crashes in on the fast waltz tempo in one emphatic assertion of the supremacy of the march over the waltz—at least in the eyes of a New England man!

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