The basic idea for this song came to BCC vocalist Glenn Hughes in the middle of the night. He recalled to My Rockworld
"[My wife] hears me singing, [singing] 'Over my head.' And she said, 'Honey, what's that?' I said, 'I don't know, but I have to go and record it. And I left the bedroom and I went, [singing], 'Over my head,' and I just wrote a song around that chorus, that very melodic chorus. And I came back to bed, and the idea was recorded. And that's the way I took it to Joe [Bonamassa, guitar] and we finished it together."