This was actually an experiment of sorts. I started off with a few basic guitar chords accompanied with a piano, and began to think of other instruments i could combine with the basic idea built from those two tracks. I then layered everything together using various octaves and chord shapes. After the "background music" itself was put together, I used a MIDI Square Synth in order to create a form of melody. I'm not exactly sure why I put the four measure key change after the first four measures. Part of the song seemed creepy to me, and so I decided to make the instrumental breaks amplify that kind of tone and feeling in the song. I really took time at the end to put feeling in the melody, as I felt I didn't put emphasis on progression earlier in the song.