Before he played this song on the VH1 show Storytellers, Matthews explained that this is about the first time he took acid. He was on a beach with friends and when he took the acid he decided he did not want to trip, but the acid got him and he decided to just go with it. They had a blast sitting around a camp fire and the next thing he knows he was talking to the cops (which is a "Billy"). This song is about all the fun he had and how he did not want it to end.
Matthews talked about the song in a 1996 interview with the Pittsburgh Post-Gazette. "Well, see, you've got billy goats," he said. "A herd of billy goats. Tripping goats. Hillbillies on acid, maybe that's another possibility. Maybe there's a party and maybe everybody's venturing into the shadowy corners of their mind, and maybe someone at the party is upset about what they find in the recesses of their mind. And other people say, 'Look, we're at a party, you should enjoy things, forget about those dark, little corners in your head.'"
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