A track from Winger's debut album, this song was written by lead singer Kip Winger in the studio after a day of recording. Winger, who studied classical composition, wrote it in the Lydian scale, which is an intricate method of writing. The keyboard bits, which have an orchestral feel, are the basis of the song.
In our interview with Winger
, he explained: "I wrote the riff and we jammed on it a little bit, and it was just one of those things that happened magically. You'll talk to many people who think the best ideas happen by accident, and that was definitely one of them. A lot of times I'll sit down and the s--t will just drop into my hands and I don't even think about it. That was one of those songs."