When not drumming for Blink-182, Travis Barker has a side project Transplants. The Punk/Rock/Rap trio was formed in 1999 when Tim Armstrong of the bands Rancid and Operation Ivy invited roadie Rob Aston ("Skinhead Rob") to add lyrics to some solo material that Armstrong had been creating in his basement. The pair decided to officially form a band, but to make things complete, they needed a drummer, so Barker was asked to join in 2002. Around the same time as the trio were working on material for their third album they laid down this track for Barker's debut solo album, Give the Drummer Some. Barker also drafted in axeman Slash, who contributes a guitar solo.
Telling the story about this song in an interview with MTV News, Barker explained how it all came together: "It actually started on a boat ride home [from Blink's European tour]. I had spent 12 days on a boat, and then however many on a bus home. And I just sat there on the MPC [Music Production Center], and I busted out beat after beat after beat, and we just bounced 'em to Pro Tools and just saved 'em.
And then I came home and shuffled through some things, I played it for Tim and Rob and the Transplants, and everyone was like, 'Yo, that's crazy.' And then Tim's over here playing the acoustic guitar, singing the hook — the first thing out of his mouth. And we recorded it, and that song came together almost too easy. And then when Slash came in, it was a matter of finding something he was really excited about being on, and he picked that."
Barker performed the song live on the March 7, 2011 Conan show. With him were The Transplants, Mix Master Mike and Elvis Cortez of Left Alone, who took on Slash's guitar solo.