According to Q magazine June 2009 the inspiration for this Lindsey Buckingham penned song was a brief relationship with a woman whom he'd met on the road. Buckingham had only recently broken up with his Fleetwood Mac co-singer Stevie Nicks.
Most of the Rumours album was recorded at The Record Plant in Sausalito, California, but this song was recorded at Studio City Sound Recording Studios in Los Angeles. According to recording assistant Cris Morris, this song took a while to record. Said Morris: "It was Lindsey's pet project, just two guitar tracks but he did it over and over again. In the end his vocal didn't quite match the guitar tracks so we had to slow them down a little."
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