Songfacts®:

• Guitarist/vocalist Richie Kotzen told Billboard magazine the story of the song. "It's an idea I had floating around for awhile," he said. "When we were writing for [Hot Streak], I remember sitting around with the guys an playing the chord changes and kinda humming the melody. Billy [Sheehan, bass] and Mike [Portnoy, drums], made some really great suggestions for the arrangement and I went and took it and wrote some words for it, and we cut the song."
• The song was initially titled "Last Chance."
• The music video was directed by Steve Lyon who is a friend of Kotzen's. The clip features performance and behind-the-scenes footage along with ethereal images of a woman on a beach in Thailand. It also includes clips of Kotzen in New York's Times Square with an acoustic guitar, shot after a concert in Manhattan. "He said, 'Hey, just go out and walk around with the guitar," Kotzen recalled. "At first I was really shy about it, but he was like, 'Nah, just go do it,' and it wound up being fun. It's got a lot of the character of both the song and the band in it."