Written by 311 lead singer Nick Hexum and DJ S. A. Martinez, this is a song for the fans (who were "down" with them) to thank them for being loyal before the band became successful, and also an expression of gratitude for their bandmates.
311 emerged from humble beginnings in Nebraska, and when their second major-label album, Grassroots
, made the albums chart (at #193) and got some radio play, they knew it was going to work out for them. "There was momentum swelling," Hexum said in his Songfacts interview
. "We knew we were blowing up, and it was strictly from a grassroots basis, and not from being media darlings or anything like that. It's a 'thank you' to both the band members and the fans."