This song was inspired by a woman who approached Mullins in 1997 after his gig at the Los Angeles restaurant Genghis Cohen. They had a few drinks, and she proceeded to tell him her life story, which he used as the basis for the lyric. "She kind of blew my mind with her crazy childhood and teenage years," he told Songfacts
. "It was really cool."
He added: "There were certain details, like Sonny & Cher and Bob Seger, things in it that were real. But there's also certain things about her character in the song that aren't really like her. The person in the song took a sadder turn. The actual girl really had her act together and she was very smiley. Her smile was incredible."