The music is based on a Captain Beefheart song called "Clear Spot." Osborne is a Beefheart fan, and played the song for Rob Hyman, Eric Bazilian and Rick Chertoff, who were working on the album with her. They played around with the beat and put it in 7/8 time to create an unusual rhythm. Beefheart got a composer credit on this.
Rob Hyman and Eric Bazilian are founding members of The Hooters, and along with producer Rich Chertoff, they worked on Cyndi Lauper's album She's So Unusual. After Hyman saw Osborne perform, he brought her to Chertoff's attention, who helped her get a record deal. On this album, they wrote most of the songs with Osborne, although Bazilian wrote her hit "One Of Us" on his own. For this song, Osborne came up with the title and wrote most of the lyrics.