This was one of several upbeat, bouncy and jazzy songs written by Thin Ice and was in the tradition of Peg by Steely Dan. The Aja album was nothing less than a revelation to the group and influenced several early Thin Ice songs. It's the first song Thin Ice wrote that is about an actual girl and is one of the earliest and best lyrics by Frank Hanson. It's basically a song about a girl whose affections are unobtainable. It includes many of the hallmarks of early Thin Ice material: a catchy melody, three part vocal harmony, ensemble horn parts and solos.