Hornsby wrote this song with long-time Grateful Dead lyricist Robert Hunter. He told The Express Night Out
: "I've always loved [Hunter's] writing. I've loved so many of the [Jerry] Garcia/Hunter songs - they're just timeless sounding to me, could have been written hundreds of years ago. I had this song that had the same feeling as, say, 'Brokedown Palace
.' It's always been in the air, the possibility of working with Hunter. He said, 'Yes, send me the track.' In this case he wanted to write to a track. We cut the track and scatted the melody on the track. Two weeks later, he sent back these lyrics syllable-by-syllable to my melody. It hit me right away. I got chills singing it, and chills reading it. Didn't even see him - he was never in the same room."