"Sometimes in life, all the pieces just seem to come together," explains drummer Joe Zizzo on how the video finally came to life. "We knew we needed to do a video for 'Don't Hold Back,' because that's the song the kids really flip out to." The Sleeping has also known director, Adam Thompson, a very long time, thanks to their work on the band's first music video from their 2005 debut record, Believe What We Tell You. "We've known him forever and he's from Long Island too. He's been out in LA for a while now, and when he told him wanted to do a video, he came up with this idea to do a spin on The Warriors and old Samurai Sunday movies."

Shot entirely on film over the course of two days in the Chinatown district of Los Angeles, the crew set out to make a guerilla video of epic proportions. Armed only with a five thousand dollar budget, the band and director hit the streets filming without permits, collecting props from alleyways and dumpsters and literally stealing the phone from the wall. "We needed a phone, and the budget was gone," explains Zizzo. "We went to all kinds of thrift stores and couldn't find a thing. We needed something that looked right - finally we were in a department store, and we saw the customer service phone on the wall - so, Cameron just grabbed it and we ran out of there".
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