Running on Empty was a different sort of live album: Although all the tracks were laid down on tour, not all of them were recorded on concert stages. This song, written by touring guitarist Danny Kortchmar, was cut in a motel room — specifically, Room 124 of the Holiday Inn in Edwardsville, Illinois. "We were just trying to get away with it," Browne admitted. "We knew we could do it with the violin and acoustic guitar, but we also put the drums in the room, and Danny and I actually sang in the shower. I just love the way that sounds."