Written by "Unwound" songwriters Dean Dillon and Frank Dycus, this sentimental ballad from Strait's second album has the singer recalling a past love affair that took place on the beaches of Marina del Rey, California. Dillon, who would continue to write songs for Strait throughout his career, wrote this from his own experience. He said in a Songfacts inteview:

"I was in Marina del Rey, California, with Steve Wariner and Sylvia, who were label-mates of mine on RCA, doing a radio tour. We stayed at the Sheraton there in, I think, Marina del Rey. Steve liked magic tricks and he took Sylvia to a magic show. I made my way to the bar, and I met a young lady there and we actually dated for a couple of years after that. But that song was written about her on the airplane coming back from Marina del Rey, most of it was. When I got back, I played what I had for Dycus, and we finished it."

Strait landed in the Top 10 on the country chart with a melody that strayed from the genre's one, four, five standard. Dillon was inspired by the acts he saw perform when he was a teen, like Carole King and James Taylor. "When I heard those melodies that Carole and James were writing, a light bulb went off in my head and I thought, Man, if you could take that kind of melody and pair it with a great country lyric, you'd really have something," Dillon explains. "That's who inspired those melodies. 'Marina del Rey' at the time was about as far as you could push an envelope in country music."

In an interview with Nu Country TV, Frank Dycus remembers when a heartbroken Dillon brought him the idea for the song: "Dean got in at four in the morning off a plane. He drove around in his car drinking whiskey instead of going to bed. I came into my office at 9.30 or 10 am. He had been there all night - there were cigarette butts in the ashtray."

"He's one of these guys that falls in love. Every time a girl looked at him he fell in love with her. He said 'I left my heart in Marina Del Rey.' I said, 'What do you mean?' He said, 'She was just cruel. I fell in love with her. All she said was I had a good time as she walked away.' I turned to my wife and said 'Tammy bring me a pen' ... She brought a pen and I said 'tell me about it, son.' We sat down and wrote 'Marina Del Rey.'"