San Francisco wasn't always an overpriced tech metropolis: in the '80s, it had a sleazy side that inspired this song. In a Songfacts interview with Fee Waybill
, he explained: "'She's A Beauty' did actually come from a real experience. I lived in San Francisco, and there was a red-light district downtown. It was called the Tenderloin, and it was where there were seedy clubs, bars, prostitutes... it was the underbelly of San Francisco. I can't remember why I was there - I wasn't going to a massage parlor or anything. Maybe I was going downtown to Macy's or something like that. But in front of massage parlors and houses of prostitution, they used to have these little kiosks. Out in front of this one massage parlor there was a kiosk that was like a phone booth. It was enclosed, and the sign said, 'PAY A DOLLAR, TALK TO A NAKED GIRL.'
It was supposed to arouse you so you would go into the 'happy ending' type of massage parlor. It had been there for years, and I'd never done anything like that before, but for some reason, I went up to it and put a dollar in the thing because I was curious. You put a dollar in, the wall slides down, and there is a girl in there who is scantily clad. She starts disrobing, at the same time talking about, 'Hey baby, come on in. We'll take care of you.' I was such a rube and so naïve. It was this gorgeous girl, and I'm going, 'What are you doing this for? You're so gorgeous, why are you doing this? You could be a model.' She completely ignored whatever I said and kept giving her speech, her spiel. 'Yeah, come on honey, come in.' Before she would actually take anything off, the thing would come down again, and it was, 'Pay another dollar.' So, I put in another dollar!
We were looking for new Tubes dancers because we had lost our dancers between the last album and this one, so I kept saying, 'You can be a dancer in The Tubes. Can you dance? Can you sing?' And she just completely ignored me."