On this song, along with the rest of the album, Browne was backed by his long-time band of Kevin McCormick (bass), Mark Goldenberg (guitars), Mauricio "Fritz" Lewak (drums) and Jeff Young (keyboards and backing vocals). All four band members got a songwriting credit on this track.
Browne told American Songwriter magazine how the songs for Time The Conqueror evolved, in particular this track, which questions the Bush administration's response to Hurricane Katrina. He revealed: "One of the quests I went on was how to make a bunch of songs not really based on the way I play and to make use of these great players. Every night, I'd come in here after everyone had left and get a verse or two. I wouldn't know how to end it, so I'd pull up what I'd done originally… and I don't know how these guys got days of sessions listening to me sing nonsense. Amazingly. I think it frees them up, 'cause they probably tune out and play more emotionally. They might have half the song written, then a whole section they don't know what's coming. 'Where Were You' was basically written based on a guitar lick. Whole movements of that song came from a session where Jeff (Young) just started playing beautiful stuff. I key them off and go where the music wants to go."