Roth wrote this song with Brett Tuggle, who also played keyboards and sang backup on the album. Tuggle toured with Rick Springfield for a few years before hooking up with Roth, and he later became a member of Mick Fleetwood's band The Zoo, which led to tours with Fleetwood Mac and Stevie Nicks.
Tuggle came up with the track in 1987 after the Eat 'Em and Smile tour ended. Roth asked his band members to come up with song ideas, so Tuggle complied, composing the music on a keyboard. When he had the chord sequence and drums roughed out, he made a demo and took it Roth's guitarist, Steve Vai, who added a guitar part. Tuggle took it to Roth's house in Pasadena and played the cassette in his basement rehearsal space. When it ended, Roth took a hit from a joint and asked him to play it again. "He had the lyric for it at the next rehearsal," Tuggle told Rolling Stone
. "It was interesting to see how fast that happened, and then to see it become the leadoff single from the second album was very exciting and thrilling for me."