This Delta-blues flavored track was one of the last demos guitarist Joe Satriani
did for Chickenfoot III
, and it was originally just an acoustic guitar and a vocal melody. He recalled to Artist Direct
: "It was an acoustic demo that I'd sent around to the guys before we met up in the studio. It was recorded so quickly. Sam (Hagar) came running into the studio and said, 'I love this song! Let's record this right now!' I hadn't really worked things out about which instrument I'd be playing on the song. I just recorded it on a six-string acoustic leading into my laptop on the demo. We found an old 12-string around the studio that we could tune up well enough. We quickly discussed an arrangement and in a half an hour, the song was recorded."
Over the next few days, Satriani added a banjo, a six-string, and the Strat-y solo in the middle. He told MusicRadar.com
: "For overdubs, I put in a banjo, a JSA six-string, and for the solo I used one of the prototypes of the JS. (Co-producer) Mike Fraser then asked me to play guitar all through the song, so I used the '59 335 -- it was the right last ingredient. I think we took a huge leap forward in Chickenfoot music when this song was finished."