Alan brought this song to the band when they first got back together. He had recorded it twice before - once with the LeSalles and once on his recent solo CD. The two versions were fairly different but the band was able to create a third version of the song with its own distinct style.
The song was tracked during the Ricket 5AM sessions with Veg on bass, Bobby on drums, Alan providing a guide vocal, and Ed on rhythm guitar. Veg added some high sustain guitar licks and Ed added a some lead work. Alan put down the main vocal.
Ed, not satisfied with the leads, went back in to lay down an organ solo and a wah-wah solo. Only the way solo and bits of the original lead work survive in the final mix. Still not satisfied with the leads, Ed brought keith in for the demented slide guitar solo. Les and Ed mixed the final version at 5AM.