Brice Long told The Boot
the story behind the song:
"We wrote that song somewhere around Wichita, Kansas, me and Bart and Jon. Jon came on the bus - we met him at a show in Wichita, and he came on the bus - and just started singing 'Where's she at. Where's she at. Where's she at tonight? He had that kind of thing going. I looked at Bart, who produces Jon, and I said, 'Buddy, if we don't mess this thing up, we've got a hit here.'
So, the next morning, we started writing on it. [We] got it written in one day, and we wrote 'All-Time High,' which is on the record, too; so we wrote both those songs in the same day.
It was a lot of fun. Like I said, Jon came on and started singing that kind of thing, and we kind of went with a story behind him seeing a girl out in California - him being from California - and the rest kind of falls in place, but that's pretty much how it started."