This song originated with a piece of music that guitarist Josh Klinghoffer came up with. Vocalist Anthony Kiedis recalled in a track-by-track commentary: "He had that guitar part, which is just super gorgeous and original sounding and I fell in love with it quite early. I think I heard it and I was asking him: 'What about that guitar part? Let's turn that into a song.'"
Like many of Anthony Kiedis' lyrics for The Getaway, this song was inspired by the end of his two-year relationship with the much younger Helena Vestergaard. In this instance, his words appear to be about the inevitable end of a romance between a stoned surfer and a woman "under my skin and half my age." Kiedis recalled: "I went away by myself and got in touch with my feelings and kind of woke up in the middle of the night hurting over a relationship that just didn't pan out, and sat there next to my bed with some stupid little old boom box with batteries running out and played that song over and over and found my rhythm – my vocal rhythm – and melody. And within that rhythm the words came. So, sometimes if you get your cadence the words will just suggest themselves. And being in the state of mind that I was, the images and everything just sort of flowed and I was very happy to go home and show that to the boys and make Josh proud."
The song's working title was "The Philippines."
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