Songfacts®:

• On this song, along with the rest of the album, Browne was backed by his long-time band of Kevin McCormick (bass), Mark Goldenberg (guitars), Mauricio "Fritz" Lewak (drums) and Jeff Young (keyboards and backing vocals). All four band members got a songwriting credit on this track.
• Browne told American Songwriter magazine how the songs for Time The Conqueror evolved, in particular this track, which questions the Bush administration's response to Hurricane Katrina. He revealed: "One of the quests I went on was how to make a bunch of songs not really based on the way I play and to make use of these great players. Every night, I'd come in here after everyone had left and get a verse or two. I wouldn't know how to end it, so I'd pull up what I'd done originally… and I don't know how these guys got days of sessions listening to me sing nonsense. Amazingly. I think it frees them up, 'cause they probably tune out and play more emotionally. They might have half the song written, then a whole section they don't know what's coming. 'Where Were You' was basically written based on a guitar lick. Whole movements of that song came from a session where Jeff (Young) just started playing beautiful stuff. I key them off and go where the music wants to go."