Guitarist/vocalist Richie Kotzen told Billboard
magazine the story of the song. "It's an idea I had floating around for awhile," he said. "When we were writing for [Hot Streak
], I remember sitting around with the guys an playing the chord changes and kinda humming the melody. Billy [Sheehan, bass] and Mike [Portnoy, drums]
, made some really great suggestions for the arrangement and I went and took it and wrote some words for it, and we cut the song."