This song was penned by The Winery Dogs during a rehearsal break between shows when they were touring. Bassist Billy Sheehan
recalled to About.com: "We said, 'Let's write another song for people that come out and see us more than once.' Sometimes people see us 30 times and fly in from all over the world. That song fell together automatically without much effort and labor. When a song falls together naturally it's always the best way."