Costello told the story of this song on his record label's website. He explained: "It takes its title from two Louisiana towns and is written in the voice of a charming but disreputable political campaigner. He is the kind of reprehensible fellow who glad-hands the women and gooses all the men. While playing my solo spot on The Bob Dylan Show in November 2007, I started adding a couplet a night to the lyric, putting the name of each town visited into the narrative until I had a song that resembled, 'I've Been Everywhere.' It was startling to find how much applause one can receive for impugning the moral reputation of the ladies of Ypsilanti, even in Ypsilanti."
On Secret, Profane & Sugarcane Costello re-united with Raising Sand producer T-Bone Burnett, who previously helmed 1986's King of America and 1989's Spike. The album was recorded during a three-day session at Nashville's Sound Emporium Studio. Costello told Billboard magazine that "Secret..." came about because "I had the idea to work with my friend T-Bone Burnett and to make an acoustic record."
This bawdy blues number was one of two songs on Secret, Profane & Sugarcane that Burnett has a co-writing credit on.
Costello and Burnett assembled an all-star group of players for Secret, Profane & Sugarcane, which they dubbed the Sugarcanes. The band included such bluegrass and traditional country musicians as Jerry Douglas on dobro, Stuart Duncan on fiddle and banjo, Mike Compton on mandolin, Jeff Taylor on accordion, Dennis Crouch on double bass and Jim Lauderdale on vocal harmonies. Burnett added his Kay electric guitar sound to several songs, the only amplified instrument on the album. Costello recalled to Billboard: "We sat around in a semicircle where we could see each other very readily. I was able to direct things and people took the initiative... and they played just beautifully. The playing of the musicians was so responsive it just flowed. It's mainly, I guess you would say, bluegrass instrumentation, but they're playing my songs. They're not playing traditional bluegrass songs, and they don't sound like bluegrass songs. They're ballad form. Some of them are ragtime... It's always good to try and find new ways to play songs and to find new sounds to express songs you've already written."