wrote this song in tribute to his E Street Band cohort Clarence Clemons, who died in 2011. Originally, the song was a tribute to Ray Charles called "Thank You Ray," but after Clemons passed away, Lofgren reworked it.
Lofgren turned 60 on the day they buried Clemons, and while Nils was in no mood to be social, his wife Amy dragged him to a birthday dinner with some of his bandmates and their crew. This made Lofgren realize that he shouldn't be alone at this time, and he should appreciate those that were still around. "As the losses mount up, sometimes the grief can start taking over," he said. "It's a reminder that if you look around, there are some good people and friends still left to focus on."