Walsh wrote this song with Nashville songwriter Tommy Lee James
. It was inspired by a conversation the pair were having about the Titanic. He told Billboard
magazine: "There's so much about it on TV with the discovery of it and diving down to it and stuff. So we were talking about the Titanic, and I wanted to leave a lot of room so I could play guitar. After we got the words, I left some room at the end so I could play. If you listen to the words, there's also a little social commentary in that. It seems to me like we're standing around like ostriches with our heads in the sand, pretending that nothing is wrong, pretending that things are going to get better, or somebody somewhere is going to fix everything, and I'm not sure that's the case. This complacency, this sitting around waiting for things to get better without doing anything is not a really good way to go about things, and maybe the ship's just starting to sink a little bit."