As I said elsewhere on this site, the song was conceived by me while driving late at night from one job to another. If memory serves, we left Iowa going north, most likely on highway I35 to another venue in Minnesota. I had been playing around with finger picking on the guitar after learning “Blackbird” by the Beatles. But I composed the tune essentially in my head.
Once we arrived, Jon and I put words to it and debuted it for the band. I played the guitar on the studio track and then overdubbed the bass with a metronome backing track. Bob Parker added the strings afterward. Ken did the intonation “pings” on the last verse and everyone sang on the backup vocals.
I had to teach Ken the progression so we could do this song live.