Songfacts®:

• This song was inspired by Barton's love of David Bowie and his music. When he was a kid, Barton saw Bowie at the Hollywood Palladium in Los Angeles. It was the Aladdin Sane tour, so Bowie was performing with his band Spiders From Mars. When we spoke with Steve Barton, he told us about the life-changing experience, stating, "I was that kid pressed up against the stage, literally. Mick Ronson was right in front of me and I was drenching wet with sweat by the time it was over. That was just incredible."
• This song changed when Barton went to the studio to record it. It had a different chorus when producer Marvin Etzioni suggested to Barton that it might sound better with something different. Barton was taken aback at first, but then realized he was right.
• This song is credited to both Steve Barton and his producer Marvin Etzioni because they both worked on the new chorus together. Barton wrote the new chorus very quickly and the pair sat down and tweaked it until it worked. Barton told us that he liked how it sounds like a full band at the end, even though it's just him playing high hat and guitars.